VALERO ENERGY CORP/TX — Director's Dealing 2013

Dec 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALERO ENERGY PARTNERS LP (VLP)
CIK: 0001583103
Period of Report: 2013-12-16

Reporting Person: VALERO ENERGY CORP/TX (10% Owner)
Reporting Person: Valero Refining & Marketing Co (10% Owner)
Reporting Person: PREMCOR USA INC (10% Owner)
Reporting Person: Valero Terminaling & Distribution Co (10% Owner)
Reporting Person: Premcor Pipeline Co. (10% Owner)
Reporting Person: Premcor Refining Group Inc. (10% Owner)
Reporting Person: Valero Refining Company-Tennessee, L.L.C. (10% Owner)
Reporting Person: VALERO ENERGY PARTNERS GP LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-16	Common Units representing limited partner interests	J	11539989	—	Acquired	11539989	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-16	Subordinated Units representing limited partner interests	$0.00	J	28789989	Acquired		Common Units representing limited partner interests (28789989)	Indirect

Footnotes

F1: This Form 4 is being filed jointly by Valero Energy Corporation (?Valero?), Valero Refining and Marketing Company (?VRMC?), Premcor USA Inc. (?Premcor USA?), Valero Terminaling and Distribution Company (?VTDC?), The Premcor Pipeline Co. (?Premcor Pipeline?), The Premcor Refining Group Inc. (?Premcor Refining?), Valero Refining Company-Tennessee, L.L.C. (?VRCT?) and Valero Energy Partners GP LLC (the ?General Partner?). VRMC and Premcor USA are wholly owned subsidiaries of Valero. VTDC is a wholly owned subsidiary of VRMC. The General Partner is a wholly owned subsidiary of VTDC. Premcor Pipeline and Premcor Refining are wholly owned subsidiaries of Premcor USA. VRCT is a wholly owned subsidiary of Premcor Refining. Accordingly, Valero may be deemed to indirectly beneficially own securities of Valero Energy Partners LP (the ?Partnership?) owned directly by VTDC, Premcor Pipeline, Premcor Refining, VRCT and the General Partner.

F2: In connection with the closing of the initial public offering of the Partnership, VTDC, Premcor Pipeline, Premcor Refining, VRCT and the General Partner contributeed certain assets to the Partnership and (i) (A) VTDC received 2,070,019 common units and 5,164,289 subordinated units, (B) Premcor Pipeline received 7,734,994 common units and 19,297,278 subordinated units, (C) Premcor Refining received 719,502 common units and 1,795,015 subordinated units and (D) VRCT received 1,015,474 common units and 2,533,407 subordinated units, collectively representing a 68.6% limited partner interest in the Partnership and (ii) the General Partner received 1,175,102 general partner units, representing a 2% general partner interest in the Partnership, and incentive distribution rights represeting the right to receive an increasing percentage of quarterly distributions as set forth in the Partnership?s registration statement on Form S-1 (No. 333-191259) (the ?Regstration Statement?).

F3: (continued from footnote 2) In certain circumstances, if the General Partner is removed as the general partner of the Partnership, the General Partner will have the right to convert its general partner interest and its incentive distribution rights into common units as set forth in the Registration Statement.

F4: Each subordinated unit will convert into one common unit at the end of the subordination period as set forth in the Registration Statement.