VALERO ENERGY CORP/TX — Director's Dealing 2016

Aug 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALERO ENERGY PARTNERS LP (VLP)
CIK: 0001583103
Period of Report: 2016-08-10

Reporting Person: VALERO ENERGY CORP/TX (10% Owner)
Reporting Person: Valero Terminaling & Distribution Co (10% Owner)
Reporting Person: VALERO ENERGY PARTNERS GP LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-10	Common units representing limited partner interests	C	28789989	—	Acquired	44537366	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-10	Subordinated units representing limited partner interests	$0.00	C	28789989	Disposed		Common units representing limited partner interests (28789989)	Indirect

Footnotes

F1: This Form 4 is being filed jointly by Valero Energy Corporation ("Valero"), Valero Terminaling and Distribution Company ("VTDC") and Valero Energy Partners GP LLC (the "General Partner"). The common stock of VTDC is owned by various indirect, wholly owned subsidiaries of Valero. The General Partner is a wholly owned subsidiary of VTDC. Accordingly, Valero may be deemed to indirectly beneficially own securities of Valero Energy Partners LP (the "Partnership") owned directly by VTDC and the General Partner.

F2: Represents the conversion of 28,789,989 subordinated units representing limited partner interests in the Partnership, which were converted into common units representing limited partner interests on a one-to-one basis upon expiration of the subordination period as set forth in the Partnership's First Amended and Restated Agreement of Limited Partnership.