Sunoco LP — Director's Dealing 2015

Jun 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sunoco LP (SUN)
CIK: 0001552275
Period of Report: 2015-06-08

Reporting Person: OWENS ROBERT W (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-08	Phantom Units	$	A	45402	Acquired		Common Units (45402)	Direct

Footnotes

F1: Each phantom unit is the economic equivalent of one common unit representing a limited partner interest in Sunoco LP and represents the right to receive the cash value thereof pursuant to the terms of the Energy Transfer Partners GP, L.P. Nonqualified Deferred Compensation Plan for Former Sunoco Employees (the "DC Plan").

F2: The allocation of phantom units is settled in cash following the termination of the reporting person's employment pursuant to the terms of the DC Plan. The reporting person may transfer all or a portion of his phantom unit allocation into an alternative investment account at designated times pursuant to the terms of the DC Plan.