Sunoco LP — Director's Dealing 2016

Apr 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sunoco LP (SUN)
CIK: 0001552275
Period of Report: 2016-03-31

Reporting Person: Energy Transfer Partners, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-31	Common Units	J	5710922	—	Acquired	6506404	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	3983540	Indirect
Common Units	32997724	Indirect

Footnotes

F1: On March 31, 2016, pursuant to the Contribution Agreement dated November 15, 2015, in exchange for the contribution by ETP Retail Holdings LLC, a wholly owned subsidiary of Energy Transfer Partners, L.P. ("ETP Retail") of (a) a 100% membership interest in Sunoco Retail, LLC, and (b) the remaining 68.42% membership interest in Sunoco LLC, Sunoco LP ("SUN") paid to ETP Retail approximately $2.2 billion in cash and issued to ETP Retail 5,710,922 common units representing limited partner interests of SUN.