VALERO ENERGY CORP/TX — Director's Dealing 2017

Nov 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALERO ENERGY PARTNERS LP (VLP)
CIK: 0001583103
Period of Report: 2017-11-01

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
2017-11-01	Common units representing limited partner interests	J	1081315	—	Acquired	46768586	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: On November 1, 2017, the Partnership and VTDC entered into a Contribution Agreement, pursuant to which VTDC contributed, and caused the General Partner to contribute, interests in a subsidiary of Valero to the Partnership in exchange for a cash distribution of $262,000,000 to VTDC and the issuance of 1,081,315 Common Units to VTDC and 22,068 general partner units to the General Partner.

F3: 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 Partnership's partnership agreement.