Form SC 13D/A Susser Petroleum Partner Filed by: Susser Holdings CORP

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October 27, 2014 6:02 AM EDT

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�

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

�

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

�

Susser Petroleum Partners LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

869239 103

(CUSIP Number)

Martin Salinas, Jr.

Chief Financial Officer

Energy Transfer Partners, L.P.

3738 Oak Lawn Ave.

Dallas, Texas 75219

Tel: (214) 981-0700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 29, 2014

(Date of Event which Requires Filing of this Statement)

�

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ��240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:��

�

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See �240.13d-7 for other parties to whom copies are to be sent.

�

*	The remainder of this cover page shall be filled out for a reporting person�s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be �filed� for the purpose of Section 18 of the Securities Exchange Act of 1934 (�Act�) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

�


��1�	�	NAME OF REPORTING PERSON � Stripes LLC
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Texas, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER � 5,549,026 Units (1)
			��	��8	��	SHARED VOTING POWER �
			��	��9	��	SOLE DISPOSITIVE POWER � 5,549,026 Units (1)
			��	10	��	SHARED DISPOSITIVE POWER �
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 5,549,026 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 21.4% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � OO (Limited Liability Company)

�

(1)

Consists of 79,308 common units and 5,469,718 subordinated units representing limited partner interests in Susser Petroleum Partners LP.�The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, which is incorporated herein by reference to Exhibit�3.1 to Susser Petroleum Partners LP�s current report on Form�8-K filed with the Commission on September�25, 2012.

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � Stripes No. 1009 LLC
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Texas, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER � 5,469,718 Units (1)
			��	��8	��	SHARED VOTING POWER �
			��	��9	��	SOLE DISPOSITIVE POWER � 5,469,718 Units (1)
			��	10	��	SHARED DISPOSITIVE POWER �
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 5,469,718 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 21.1% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � OO (Limited Liability Company)

�

(1)

Consists of 5,469,718 subordinated units representing limited partner interests in Susser Petroleum Partners LP.�The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, which is incorporated herein by reference to Exhibit�3.1 to Susser Petroleum Partners LP�s current report on Form�8-K filed with the Commission on September�25, 2012.

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � Susser Holdings Corporation
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 11,018,744 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 11,018,744 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 11,018,744 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 42.5% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � CO

�

(1)

Consists of 79,308 common units and 10,939,436 subordinated units representing limited partner interests in Susser Petroleum Partners LP.�The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, which is incorporated herein by reference to Exhibit�3.1 to Susser Petroleum Partners LP�s current report on Form�8-K filed with the Commission on September�25, 2012. The Reporting Person may also be deemed to be the indirect beneficial owner of the non-economic general partner interest in the Issuer and the direct owner of all of the incentive distribution rights in the Issuer (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts).

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � Heritage Holdings, Inc.
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 11,018,744 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 11,018,744 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 11,018,744 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 42.5% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � CO

�

(1)

Consists of 79,308 common units and 10,939,436 subordinated units representing limited partner interests in Susser Petroleum Partners LP.�The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, which is incorporated herein by reference to Exhibit�3.1 to Susser Petroleum Partners LP�s current report on Form�8-K filed with the Commission on September�25, 2012. The Reporting Person may also be deemed to be the indirect beneficial owner of the non-economic general partner interest in the Issuer and the indirect owner of all of the incentive distribution rights in the Issuer (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts).

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � ETP Holdco Corporation
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 11,018,744 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 11,018,744 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 11,018,744 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 42.5% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � CO

�

(1)

Consists of 79,308 common units and 10,939,436 subordinated units representing limited partner interests in Susser Petroleum Partners LP.�The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, which is incorporated herein by reference to Exhibit�3.1 to Susser Petroleum Partners LP�s current report on Form�8-K filed with the Commission on September�25, 2012. The Reporting Person may also be deemed to be the indirect beneficial owner of the non-economic general partner interest in the Issuer and the indirect owner of all of the incentive distribution rights in the Issuer (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts).

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � ETC M-A Acquisition LLC
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER � 3,983,540 Units (1)
			��	��8	��	SHARED VOTING POWER �
			��	��9	��	SOLE DISPOSITIVE POWER � 3,983,540 Units (1)
			��	10	��	SHARED DISPOSITIVE POWER �
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 3,983,540 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 15.4% Outstanding Units (1)
14	�	TYPE OF REPORTING PERSON � OO (Limited Liability Company)

�

(1)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � La Grange Acquisition, L.P.
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Texas, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 3,983,540 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 3,983,540 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 3,983,540 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 15.4% Outstanding Units (1)
14	�	TYPE OF REPORTING PERSON � PN

�

(1)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � LA GP, LLC
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Texas, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 3,983,540 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 3,983,540 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 3,983,540 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 15.4% Outstanding Units (1)
14	�	TYPE OF REPORTING PERSON � OO (Limited Liability Company)

�

(1)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � Heritage ETC, L.P.
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 15,002,284 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 15,002,284 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 15,002,284 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 57.8% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � PN

�

(1)

Consists of 4,062,848 common units and 10,939,436 subordinated units representing limited partner interests in Susser Petroleum Partners LP.�The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, which is incorporated herein by reference to Exhibit�3.1 to Susser Petroleum Partners LP�s current report on Form�8-K filed with the Commission on September�25, 2012. The Reporting Person may also be deemed to be the indirect beneficial owner of the non-economic general partner interest in the Issuer and the indirect owner of all of the incentive distribution rights in the Issuer (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts).

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � Heritage ETC GP, L.L.C.
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 15,002,284 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 15,002,284 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 15,002,284 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 57.8% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � OO (Limited Liability Company)

�

(1)

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � Energy Transfer Partners, L.P.
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 15,002,284 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 15,002,284 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 15,002,284 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 57.8% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � PN

�

(1)

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � Energy Transfer Partners GP, L.P.
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 15,002,284 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 15,002,284 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 15,002,284 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 57.8% of Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � PN

�

(1)

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � Energy Transfer Partners, L.L.C.
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 15,002,284 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 15,002,284 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 15,002,284 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 57.8% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � OO (Limited Liability Company)

�

(1)

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � Energy Transfer Equity, L.P.
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 15,002,284 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 15,002,284 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 15,002,284 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 57.8% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � PN

�

(1)

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � LE GP, LLC
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO; BK (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � Delaware, United States
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 15,002,284 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 15,002,284 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 15,002,284 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 57.8% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � OO (Limited Liability Company)

�

(1)

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�


��1�	�	NAME OF REPORTING PERSON � Kelcy L. Warren
��2	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):��(b):�� �
��3	�	SEC USE ONLY �
��4	�	SOURCE OF FUNDS � OO; BK (see Item 3)
��5	�	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) � �
��6	�	CITIZENSHIP OR PLACE OF ORGANIZATION � United States of America
NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH �			��	��7�	��	SOLE VOTING POWER �
			��	��8	��	SHARED VOTING POWER � 15,002,284 Units (1)
			��	��9	��	SOLE DISPOSITIVE POWER �
			��	10	��	SHARED DISPOSITIVE POWER � 15,002,284 Units (1)
11	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) � 15,002,284 Units (1)
12	�	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES � �
13	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 57.8% Outstanding Units (2)
14	�	TYPE OF REPORTING PERSON � IN

�

(1)

(2)	Based on a total of 15,004,304 common units and 10,939,436 subordinated units outstanding as of October 24, 2014.

�

SCHEDULE 13D

Explanatory Note: This Amendment No.�1 (this �Amendment�) to the Schedule 13D originally filed on September�25, 2012 by certain of the Reporting Persons (as such term is defined below) (as amended by the Amendment, the �Schedule 13D�) is being filed to reflect (i)�the acquisition through merger of Susser Holdings Corporation , a Delaware corporation (�Susser�), by Energy Transfer Partners, L.P., a Delaware limited partnership (�ETP�), which was completed on August�29, 2014 (the �Susser Acquisition�) and (ii)�the contribution by ETC M-A Acquisition LLC, a Delaware limited liability company (�ETC�) to Susser Petroleum Partners LP, a Delaware limited partnership (the �Issuer� or �SUSP�) of all of the issued and outstanding membership interests of Mid-Atlantic Convenience Stores, LLC (�MACS�) in exchange for cash and common units representing limited partner interests (�Common Units�) of the Issuer (the �MACS Transaction�), each as more fully described in Item�3. As a result of the Susser Acquisition, the Susser Acquisition Reporting Persons (as defined below) may be deemed to beneficially own the Common Units and subordinated units representing limited partner interests (the �Subordinated Units� and collectively with the Common Units, the �Units�), of the Issuer beneficially owned by Susser as described in this Amendment.

The Reporting Persons named in Item�2 below are hereby jointly filing this Amendment because, due to certain affiliations and relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own some or all of the same securities from the Issuer (as such term is defined below) deemed to be beneficially owned by one or more of the Reporting Persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the �Exchange Act�), the Reporting Persons named in Item�2 below have executed a written agreement relating to the joint filing of this Amendment (the �Joint Filing Agreement�), a copy of which is annexed hereto as Exhibit A.

�

Item�1.

Security and Issuer

This Amendment relates to the Units. The address of the principal executive offices of the Issuer is 555 East Airtex Drive, Houston, Texas 77073.

�

Item�2.

Identity and Background

(a)-(c)�This Amendment is being filed jointly by:

�

(i)

Stripes LLC, a Texas limited liability company (�Stripes�);

�

(ii)

Stripes No.�1009 LLC, a Texas limited liability company (�Stripes 1009�);

�

(iii)

Susser Holdings Corporation, a Delaware corporation (�Susser�);

�

(iv)

Heritage Holdings, Inc., a Delaware corporation (�HHI�);

�

(v)

ETP Holdco Corporation, a Delaware corporation (�ETP Holdco� and, together with HHI, the �ETP Holdco Reporting Persons�);

�

(vi)

ETC M-A Acquisition LLC, a Delaware limited liability company (�ETC�);

�

(vii)

La Grange Acquisition, L.P., a Texas limited partnership (�La Grange�);

�

(viii)

LA GP, LLC, a Texas limited liability company (�LA GP� and, together with ETC and La Grange, the �ETC Reporting Persons�);

�

(ix)

Heritage ETC, L.P., a Delaware limited partnership (�Heritage ETC�);

�

(x)

Heritage ETC GP, L.L.C., a Delaware limited liability company (�Heritage ETC GP�);

�

(xi)

Energy Transfer Partners, L.P., a Delaware limited partnership (�ETP�);

�

(xii)

Energy Transfer Partners GP, L.P., a Delaware limited partnership (�ETP GP�);

�

(xiii)

Energy Transfer Partners, L.L.C., a Delaware limited liability company (�ETP LLC�);

�

(xiv)

Energy Transfer Equity, L.P., a Delaware limited partnership (�ETE�);

�

(xv)

LE GP, LLC, a Delaware limited liability company (�LE GP�); and

�

(xvi)

Kelcy L. Warren, a United States citizen (�Warren� and, together with Heritage ETC, Heritage ETC GP, ETP, ETP GP, ETP LLC, ETE and LE GP, the �Energy Transfer Reporting Persons�).

The Energy Transfer Reporting Persons and the ETP Holdco Reporting Persons are collectively referred to herein as the �Susser Acquisition Reporting Persons.� The Energy Transfer Reporting Persons and the ETC Reporting Persons are collectively referred to herein as the �MACS Transaction Reporting Persons.� The Energy Transfer Reporting Persons, the ETP Holdco Reporting Persons and the ETC Reporting Persons are collectively referred to herein as the �Reporting Persons.�

The principal business of Stripes is to engage, directly and indirectly through its subsidiaries, in the distribution and transportation of motor fuel and the operation of retail convenience stores, including through its ownership of limited partner interests in SUSP. The principal business of Stripes 1009 is to hold equity interests in SUSP and its other subsidiaries. Susser indirectly owns 100% of the membership interests of Stripes 1009 and Stripes. The principal business of Susser is to hold equity interests in its subsidiaries, operate retail convenience stores and engage in wholesale motor fuel distribution. The principal business of HHI is to hold equity interests in Susser and other entities. ETP Holdco is the sole stockholder of HHI. The principal business of ETP Holdco is to hold equity interests in Susser, HHI and other entities. The principal business of ETC is to hold equity interests in SUSP. La Grange is the sole member of ETC. The principal business of La Grange is to hold equity interests in ETC and its other subsidiaries. LA GP is the general partner of La Grange. The principal business of LA GP is to hold the general partner interest in La Grange. Heritage ETC is the sole stockholder of ETP Holdco and the sole member of LA GP. The principal business of Heritage ETC is to hold equity interests in ETP Holdco, LA GP and other entities. Heritage ETC GP is the general partner of Heritage ETC. The principal business of Heritage ETC GP is to hold the general partner interest in Heritage ETC. ETP is the sole member of Heritage ETC GP and the holder of a 99.999% limited partner interest in Heritage ETC. The principal business of ETP is to provide midstream services to producers and consumers of natural gas, NGLs, crude oil and refined products through its subsidiaries. ETP GP is the general partner of ETP. The principal business of ETP GP is to serve as the general partner of ETP. ETP LLC is the general partner of ETP GP. The principal business of ETP LLC is to serve as the general partner of ETP GP. ETE is the sole member of ETP LLC. The principal business of ETE is to hold equity interests in its subsidiaries and to acquire interests in other publicly traded partnerships, and to pursue certain opportunities to acquire or construct natural gas and liquids midstream or transportation assets. LE GP is the general partner of ETE and manages and directs all of ETE�s activities through LE GP�s board of directors. The members of LE GP have the authority to appoint and remove LE GP�s directors. Warren is the Chief Executive Officer of ETP. Warren owns 81.2% of LE GP. The principal office of each of the Reporting Persons is located at 3738 Oak Lawn Ave., Dallas, Texas 75219.

Attached hereto as Appendix A is information concerning the directors and executive officers of ETP LLC, LE GP, HHI, ETP Holdco, ETC, LA GP, Heritage ETC GP, Stripes 1009, Susser and Stripes (the �Listed Persons�) as to which such information is required to be disclosed in response to Item�2 and General Instruction C to Schedule 13D.

(d) During the last five years, none of the Reporting Persons or Listed Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or Listed Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

(f) All of the persons listed in this Item�2, including those listed on Appendix A, are citizens of the United States of America.

�

Item�3.

Source and Amount of Funds or Other Consideration

Stripes is the holder of 79,308 Common Units and 5,469,718 Subordinated Units of the Issuer and Stripes 1009 is the holder of 5,469,718 Subordinated Units of the Issuer.

Susser Acquisition

The Susser Acquisition Reporting Persons may be deemed to have acquired beneficial ownership of 11,018,744 Units of the Issuer through the Susser Acquisition.

As previously announced, on August�29, 2014, ETP completed the acquisition of Susser, pursuant to the terms of the Agreement and Plan of Merger, dated as of April�27, 2014 (the �Merger Agreement�), by and among ETP, ETP GP, Drive Acquisition Corporation, a wholly owned subsidiary of ETP (�Merger Sub�), HHI and, for certain limited purposes set forth in the Merger Agreement, ETE. Under the terms of the Merger Agreement, Merger Sub merged with and into Susser (the �Merger�), with Susser surviving the Merger.

Immediately prior to the closing of the Merger, (1)�ETP drew down $1.2 billion on its revolving credit facility with Wells Fargo, National Association and the other lender parties thereto, (2)�ETP made a loan (the �HHI Loan�) to HHI, in an amount equal to $1.2 billion, (3)�HHI delivered to the exchange agent in the Merger, on behalf of Merger Sub, $874,507,321.88 in exchange for 50% of the issued and outstanding capital stock of Merger Sub and (4)�ETP held for delivery to the exchange agent on Merger Sub�s behalf at the effective time of the merger the Unit Consideration (as defined below), in continuation of its ownership of 50% of the issued and outstanding capital stock of Merger Sub.

At the effective time of the Merger on August�29, 2014 (the �Effective Time�), all of the shares of Susser�s common stock issued and outstanding immediately prior to the Effective Time (other than shares held by Susser in treasury, dissenting shares and shares held directly by ETP or Merger Sub and other than shares held by subsidiaries of the parties) were converted into the right to receive an aggregate $874,507,321.88 in cash (the �Cash Consideration�) and 15,807,605 ETP common units (the �Unit Consideration�).

A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by ETP with the Securities and Exchange Commission on April�28, 2014 and is incorporated herein by reference.

MACS Transaction

The MACS Transaction Reporting Persons may be deemed to have acquired beneficial ownership of 3,983,540 Units of the Issuer through the MACS Transaction.

On September�25, 2014, ETP entered into a Contribution Agreement (the �Contribution Agreement�) with MACS, ETC and SUSP, pursuant to which ETC agreed to sell to SUSP all of the issued and outstanding membership interests of MACS, and ETP agreed to guarantee all of the obligations of ETC under the Contribution Agreement. The MACS Transaction closed on October�1, 2014.

At the closing of the MACS Transaction, SUSP paid ETC $556 million in cash, subject to certain working capital adjustments (the �Cash Consideration�) and issued to ETC 3,983,540 Common Units of SUSP (collectively with the Cash Consideration, the �Contribution Consideration�). SUSP financed the Cash Consideration by utilizing availability under a new revolving credit facility. The Common Units issued to ETC as part of the Contribution Consideration were issued and sold by SUSP in a private transaction exempt from registration under Section�4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Contribution Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by SUSP with the Securities and Exchange Commission on October�1, 2014 and is incorporated herein by reference.

�

Item�4.

Purpose of Transaction

The information set forth or incorporated in Item�3 is incorporated herein by reference.

�

(a) The Reporting Persons may make additional purchases of Units of the Issuer either in the open market or in private transactions depending on the Reporting Person�s business, prospects and financial condition, the market for Units of the Issuer, general economic conditions, stock market conditions and other future developments.

(b) None.

(d) Immediately following the closing of the Merger, (i)�Rob L. Jones, David P. Engel, Frank A. Risch, Armand S. Shapiro, Bryan F. Smith Jr. and Sam J. Susser resigned from their respective positions on the board of directors (�SUSP GP Board�) of Susser Petroleum Partners GP LLC (�SUSP GP�), a Delaware limited liability company and the general partner of the Issuer, (ii)�the size of the SUSP GP Board was increased to nine, (iii)�Richard D. Brannon, Christopher Curia, Marshall S. McCrea III, Robert W. Owens, Matthew S. Ramsey, Martin Salinas, Jr., K. Rick Turner and William P. Williams were appointed to the SUSP GP Board, (iv)�Rocky W. Dewbre was appointed Executive Vice President�Channel Operations of SUSP GP, (v)�Gail S. Workman was appointed Senior Vice President�Sales and Operations of SUSP GP, and (vi)�the following persons were appointed as officers of SUSP GP with the following titles: Robert W. Owens, President and Chief Executive Officer; Cynthia Archer, Executive Vice President and Chief Marketing Officer; Blake Heinemann, Executive Vice President�Retail Operations East; Clare P. McGrory, Senior Vice President�Finance�& Investor Relations; Brad Williams, Senior Vice President�Retail Operations West; Christopher R. Curia, Senior Vice President�Human Resources; Teresa Gavigan, Vice President�Human Resources; Christopher B. Dial, Associate General Counsel and Secretary; and William J. Healy, Assistant Secretary. In addition, as previously disclosed, E.V. Bonner, Jr., who served as an officer of SUSP GP prior to the closing of the Merger, has left the Issuer.

(e) The Reporting Persons, as indirect owners of the general partner of the Issuer, may cause the Issuer to change its dividend policy or its capitalization, through the issuance of debt or equity securities, from time to time in the future. The Reporting Persons, however, have no current intention of changing the present capitalization or dividend policy of the Issuer.

(f) None.

(g) None.

(h) None.

(i) None.

(j) None.

Except as set forth in this Amendment and the Merger Agreement, the Reporting Persons have no present plans which relate to or would result in any of the actions specified in clauses (a)�through (j)�of Item�4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Units reported as beneficially owned in this Amendment (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item�4.

�

Item�5.

Interest in Securities of the Issuer

(a) � (b)�The aggregate number and percentage of Units beneficially owned by the Reporting Persons (on the basis of a total of 25,943,740 Units issued and outstanding as of October 24, 2014) are as follows:

�

Stripes

�

(a)

Amount beneficially owned: 5,549,026 Units ��Percentage: 21.4%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 5,549,026 Units

�

ii.

Shared power to vote or to direct the vote: 0

�

iii.

Sole power to dispose or to direct the disposition of: 5,549,026 Units

�

iv.

Shared power to dispose or to direct the disposition of: 0

Stripes 1009

�

(a)

Amount beneficially owned: 5,469,718 Units ��Percentage: 21.1%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 5,469,718 Units

�

ii.

Shared power to vote or to direct the vote: 0

�

iii.

Sole power to dispose or to direct the disposition of: 5,469,718 Units

�

iv.

Shared power to dispose or to direct the disposition of: 0

Susser

�

(a)

Amount beneficially owned: 11,018,744 Units ��Percentage: 42.5%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 11,018,744 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 11,018,744 Units

HHI

�

(a)

Amount beneficially owned: 11,018,744 Units ��Percentage: 42.5%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 11,018,744 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 11,018,744 Units

ETP Holdco

�

(a)

Amount beneficially owned: 11,018,744 Units ��Percentage: 42.5%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 11,018,744 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 11,018,744 Units

ETC

�

(a)

Amount beneficially owned: 3,983,540 Units ��Percentage: 15.4%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 3,983,540 Units

�

ii.

Shared power to vote or to direct the vote: 0

�

iii.

Sole power to dispose or to direct the disposition of: 3,983,540 Units

�

iv.

Shared power to dispose or to direct the disposition of: 0

�

La Grange

�

(a)

Amount beneficially owned: 3,983,540 Units ��Percentage: 15.4%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 3,983,540 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 3,983,540 Units

LA GP

�

(a)

Amount beneficially owned: 3,983,540 Units ��Percentage: 15.4%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 3,983,540 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 3,983,540 Units

Heritage ETC

�

(a)

Amount beneficially owned: 15,002,284 Units ��Percentage: 57.8%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 15,002,284 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 15,002,284 Units

Heritage ETC GP

�

(a)

Amount beneficially owned: 15,002,284 Units ��Percentage: 57.8%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 15,002,284 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 15,002,284 Units

ETP

�

(a)

Amount beneficially owned: 15,002,284 Units ��Percentage: 57.8%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 15,002,284 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 15,002,284 Units

�

ETP GP

�

(a)

Amount beneficially owned: 15,002,284 Units ��Percentage: 57.8%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 15,002,284 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 15,002,284 Units

ETP LLC

�

(a)

Amount beneficially owned: 15,002,284 Units ��Percentage: 57.8%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 15,002,284 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 15,002,284 Units

ETE

�

(a)

Amount beneficially owned: 15,002,284 Units ��Percentage: 57.8%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 15,002,284 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 15,002,284 Units

LE GP

�

(a)

Amount beneficially owned: 15,002,284 Units ��Percentage: 57.8%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 15,002,284 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 15,002,284 Units

Warren

�

(a)

Amount beneficially owned: 15,002,284 Units ��Percentage: 57.8%

�

(b)

Number of shares to which the Reporting Person has:

�

Sole power to vote or to direct the vote: 0

�

ii.

Shared power to vote or to direct the vote: 15,002,284 Units

�

iii.

Sole power to dispose or to direct the disposition of: 0

�

iv.

Shared power to dispose or to direct the disposition of: 15,002,284 Units

(c) To the knowledge of the Reporting Persons, there have been no reportable transactions with respect to the Units of the Issuer within the last 60 days by the Reporting Persons, except as described in this Amendment.

(d) To the knowledge of the Reporting Persons, no person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Units covered by this Amendment.

(e) Not applicable.

�

Item�6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

There are no contracts, arrangements, understandings or relationships with respect to the Units of the Issuer that require disclosure under this Item.

�

Item�7.

Material to Be Filed as Exhibits

�


Exhibit�A:	��	Joint Filing Agreement and Power of Attorney (filed herewith).

Exhibit B:	��	First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP (previously filed).

Exhibit C:	��	Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC (previously filed).

Exhibit D:	��	Contribution Agreement by and among Susser Petroleum Partners LP, Susser Petroleum Partners GP LLC, Susser Holdings Corporation, Susser Holdings, L.L.C., Stripes LLC and Susser Petroleum Company LLC, dated September�25, 2012 (previously filed).

Exhibit E:	��	Underwriting Agreement by and among Susser Petroleum Partners LP, Susser Petroleum Partners GP LLC, Susser Holdings Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Wells Fargo Securities, LLC, UBS Securities LLC and the other underwriters named therein, dated September 19, 2012 (previously filed).

Exhibit F:	��	Contribution Agreement by and among Mid-Atlantic Convenience Stores, LLC, ETC M-A Acquisition LLC, Susser Petroleum Partners LP and Energy Transfer Partners, L.P., dated September 25, 2014 (previously filed).

�

Signature

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct.

Date: October 24, 2014

�


STRIPES LLC

By:	�	/s/ Mary E. Sullivan
	�	Name:	�	Mary E. Sullivan
	�	Title:	�	Executive Vice President, Chief Financial Officer and Treasurer

STRIPES NO. 1009 LLC

By:	�	/s/ Mary E. Sullivan
	�	Name:	�	Mary E. Sullivan
	�	Title:	�	Executive Vice President, Chief Financial Officer and Treasurer

SUSSER HOLDINGS CORPORATION

By:	�	/s/ Thomas P. Mason
	�	Name:	�	Thomas P. Mason
	�	Title:	�	Senior Vice President, General Counsel and Secretary

HERITAGE HOLDINGS, INC.

By:	�	/s/��Martin Salinas, Jr.
	�	Name:	�	Martin Salinas, Jr.
	�	Title:	�	Chief Financial Officer

ETP HOLDCO CORPORATION

By:	�	/s/ Martin Salinas, Jr.
	�	Name:	�	Martin Salinas, Jr.
	�	Title:	�	Chief Financial Officer

ETC M-A ACQUISITION LLC

By:	�	/s/��Thomas P. Mason
	�	Name:	�	Thomas P. Mason
	�	Title:	�	Senior Vice President


LA GRANGE ACQUISITION, L.P.

By:	�	LA GP, LLC, its general partner

	�	By:	�	/s/ Thomas P. Mason
	�		�	Name:	�	Thomas P. Mason
	�		�	Title:	�	Senior Vice President, General Counsel and Secretary

LA GP, LLC

	�	By:	�	/s/ Thomas P. Mason
	�		�	Name:	�	Thomas P. Mason
	�		�	Title:	�	Senior Vice President, General Counsel and Secretary

HERITAGE ETC, L.P.

By: Heritage ETC GP, L.L.C.

By:	�	/s/ Martin Salinas, Jr.
	�	Name:	�	Martin Salinas, Jr.
	�	Title:	�	Chief Financial Officer

HERITAGE ETC GP, L.L.C.

By:	�	/s/ Martin Salinas, Jr.
	�	Name:	�	Martin Salinas, Jr.
	�	Title:	�	Chief Financial Officer

ENERGY TRANSFER PARTNERS, L.P.

By:	�	Energy Transfer Partners GP, L.P., its general partner

	�	By:	�	Energy Transfers Partners, L.L.C., its general partner

	�		�	By:	�	/s/ Thomas P. Mason
	�		�		�	Name:	�	Thomas P. Mason
	�		�		�	Title:	�	Senior VP, General Counsel and Secretary

ENERGY TRANSFER PARTNERS GP, L.P.

By:	�	Energy Transfer Partners, L.L.C., its general partner

	�	By:	�	/s/ Thomas P. Mason
	�		�	Name:	�	Thomas P. Mason
	�		�	Title:	�	Senior VP, General Counsel and Secretary


ENERGY TRANSFER PARTNERS, L.L.C.

	�	By:	�	/s/ Thomas P. Mason
	�		�	Name:	�	Thomas P. Mason
	�		�	Title:	�	Senior VP, General Counsel and Secretary

ENERGY TRANSFER EQUITY, L.P.

By:	�	LE GP, LLC, its general partner

	�	By:	�	/s/ John W. McReynolds
	�		�	Name:	�	John W. McReynolds
	�		�	Title:	�	President

LE GP, LLC					�

	�	By:	�	/s/ John W. McReynolds
	�		�	Name:	�	John W. McReynolds
	�		�	Title:	�	President

KELCY L. WARREN

By:	�	/s/ Kelcy L. Warren

Exhibit A

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to: (a)�the joint filing on behalf of each of them of Amendment No.�1 to the Statement on Schedule 13D (the �Statement�) and any and all other amendments thereto with respect to the common units and subordinated units in Susser Petroleum Partners LP deemed to be beneficially owned by each of them, as applicable, (b)�the appointment of Sonia Aube, William J. Healy and/or Peggy Harrison, all of whom may act individually, as Attorney-in-Fact to execute such Statement, any amendment thereto and/or Section�16 filing related thereto in the name and on behalf of the undersigned, and (c)�the inclusion of this Joint Filing Agreement and Power of Attorney as an exhibit thereto.

Date: October 24, 2014

�


STRIPES LLC

By:	�	/s/ Mary E. Sullivan
	�	Name:	�	Mary E. Sullivan
	�	Title:	�	Executive Vice President, Chief Financial Officer and Treasurer

STRIPES NO. 1009 LLC

By:	�	/s/ Mary E. Sullivan
	�	Name:	�	Mary E. Sullivan
	�	Title:	�	Executive Vice President, Chief Financial Officer and Treasurer

SUSSER HOLDINGS CORPORATION

By:	�	/s/ Thomas P. Mason
	�	Name:	�	Thomas P. Mason
	�	Title:	�	Senior Vice President, General Counsel and Secretary

HERITAGE HOLDINGS, INC.

By:	�	/s/�Martin Salinas, Jr.
	�	Name:	�	Martin Salinas, Jr.
	�	Title:	�	Chief Financial Officer

ETP HOLDCO CORPORATION

By:	�	/s/ Martin Salinas, Jr.
	�	Name:	�	Martin Salinas, Jr.
	�	Title:	�	Chief Financial Officer


ETC M-A ACQUISITION LLC

By:	�	/s/ Thomas P. Mason
	�	Name:	�	Thomas P. Mason
	�	Title:	�	Senior Vice President

LA GRANGE ACQUISITION, L.P.

By:	�	LA GP, LLC, its general partner

	�	By:	�	/s/ Thomas P. Mason
	�		�	Name:	�	Thomas P. Mason
	�		�	Title:	�	Senior Vice President, General Counsel and Secretary

LA GP, LLC

	�	By:	�	/s/ Thomas P. Mason
	�		�	Name:	�	Thomas P. Mason
	�		�	Title:	�	Senior Vice President, General Counsel and Secretary

HERITAGE ETC, L.P.

By: Heritage ETC GP, L.L.C.

By:	�	/s/ Martin Salinas, Jr.
	�	Name:	�	Martin Salinas, Jr.
	�	Title:	�	Chief Financial Officer

HERITAGE ETC GP, L.L.C.

By:	�	/s/ Martin Salinas, Jr.
	�	Name:	�	Martin Salinas, Jr.
	�	Title:	�	Chief Financial Officer

ENERGY TRANSFER PARTNERS, L.P.

By:	�	Energy Transfer Partners GP, L.P., its general partner

	�	By:	�	Energy Transfers Partners, L.L.C., its general partner

	�		�	By:	�	/s/ Thomas P. Mason
	�		�		�	Name:	�	Thomas P. Mason
	�		�		�	Title:	�	Senior VP, General Counsel and Secretary


ENERGY TRANSFER PARTNERS GP, L.P.

By:	�	Energy Transfer Partners, L.L.C., its general partner

	�	By:	�	/s/ Thomas P. Mason
	�		�	Name:	�	Thomas P. Mason
	�		�	Title:	�	Senior VP, General Counsel and Secretary

ENERGY TRANSFER PARTNERS, L.L.C.

	�	By:	�	/s/ Thomas P. Mason
	�		�	Name:	�	Thomas P. Mason
	�		�	Title:	�	Senior VP, General Counsel and Secretary

ENERGY TRANSFER EQUITY, L.P.

By:	�	LE GP, LLC, its general partner

	�	By:	�	/s/ John W. McReynolds
	�		�	Name:	�	John W. McReynolds
	�		�	Title:	�	President

LE GP, LLC

	�	By:	�	/s/ John W. McReynolds
	�		�	Name:	�	John W. McReynolds
	�		�	Title:	�	President

KELCY L. WARREN

By:	�	/s/ Kelcy L. Warren

APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS OF ETP LLC AND LE GP

The following tables set forth the names, positions and present principal occupations or employment and business addresses of the directors and executive officers of ETP LLC, LE GP, HHI, ETP Holdco, Heritage ETC GP, Stripes 1009, Susser and Stripes. All the individuals listed below are citizens of the United States.

ETP LLC:

�


Name and Business Address	��	Capacity in Which Serves ETP LLC	��	Principal Occupation
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chairman of the Board and Chief Executive Officer	��	Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC

Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Financial Officer	��	Chief Financial Officer of Energy Transfer Partners, L.L.C.

Paul E. Glaske 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	Retired Chairman and CEO, Blue Bird Corporation

Ted Collins, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	President of Collins & Ware Inc.

Michael K. Grimm 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	President of and Chief Executive Officer of Rising Star Energy, L.L.C.

Marshall�S.�McCrea,�III 3738 Oak Lawn Ave. Dallas, TX 75219	��	President, Chief Operating Officer and Director	��	President and Chief Operating Officer of Energy Transfer Partners, L.L.C.

Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219	��	Senior Vice President, General Counsel and Secretary	��	Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C.

Jamie Welch 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	Group Chief Financial Officer, Head of Business Development and Director of LE GP, LLC

Richard Cargile 3738 Oak Lawn Ave. Dallas, TX 75219	��	President of Midstream Operations	��	President of Midstream Operations of Energy Transfer Partners, L.L.C.

David K. Skidmore 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	President of Skidmore Exploration Inc.

Gregory F. Brazaitis 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Compliance Officer	��	Chief Compliance Officer of Energy Transfer Partners, L.L.C.

�

Appendix A

Page 1

LE GP:

�


Name and Business Address	��	Capacity in Which Serves LE GP	��	Principal Occupation
John W. McReynolds 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director and President	��	President of LE GP, LLC

Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director and Chairman of the Board	��	Chairman and Chief Executive Officer and Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC

Jamie Welch 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director and Group Chief Financial Officer and Head of Business Development	��	Group Chief Financial Officer, Head of Business Development and Director of LE GP, LLC

William P. Williams 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	Retired Vice President of Measurement, Energy Transfer Partners, L.L.C.

Marshall�S.�McCrea,�III 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	President and Chief Operating Officer of Energy Transfer Partners, L.L.C.

Matthew S. Ramsey 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	President of RPM Exploration, Ltd. and Ramsey Energy Management, LLC

K. Rick Turner 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	Director of North American Energy Partners Inc., AmeriGas Partners, L.P. and TMI, LLC

HHI:

�


Name and Business Address	��	Capacity in Which Serves Heritage Holdings	��	Principal Occupation
Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Financial Officer and Director	��	Chief Financial Officer of Energy Transfer Partners, L.L.C.

Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Executive Officer	��	Chairman and Chief Executive Officer and Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC

Marshall�S.�McCrea,�III 3738 Oak Lawn Ave. Dallas, TX 75219	��	President and Chief Operating Officer	��	President and Chief Operating Officer of Energy Transfer Partners, L.L.C.

Richard A. Cargile 3738 Oak Lawn Ave. Dallas, TX 75219	��	President of Midstream Operations	��	President of Midstream Operations of Energy Transfer Partners, L.L.C.

Gregory F. Brazaitis 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Compliance Officer	��	Chief Compliance Officer of Energy Transfer Partners, L.L.C.

Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219	��	Senior Vice President, General Counsel and Secretary	��	Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C.

�

Appendix A

Page 2



ETP Holdco:	��		��

Name and Business Address	��	Capacity in Which Serves ETP Holdco	��	Principal Occupation
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Executive Officer and Director	��	Chairman and Chief Executive Officer and Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC

Marshall S. McCrea, III 3738 Oak Lawn Ave. Dallas, TX 75219	��	President, Chief Operating Officer and Director	��	President and Chief Operating Officer of Energy Transfer Partners, L.L.C.

Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Financial Officer	��	Chief Financial Officer of Energy Transfer Partners, L.L.C.

Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219	��	Senior Vice President, General Counsel, Secretary and Director	��	Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C.

John D. Harkey Jr. 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	Chief Executive Officer and Chairman of Consolidated Restaurant Companies, Inc.

John W. McReynolds 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	President of LE GP, LLC

ETC:	��		��

Name and Business Address	��	Capacity in Which Serves ETP Holdco	��	Principal Occupation
Robert W. Owens 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Executive Officer	��	Chief Executive Officer of Susser Holdings Corporation

Marshall S. McCrea III 3738 Oak Lawn Ave. Dallas, TX 75219	��	President and Chief Operating Officer	��	President and Chief Operating Officer of Energy Transfer Partners, L.L.C.

Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Financial Officer	��	Chief Financial Officer of Energy Transfer Partners, L.L.C.

Arnold D. Dodderer 3738 Oak Lawn Ave. Dallas, TX 75219	��	General Counsel and Vice President	��	General Counsel of Sunoco, Inc.

LA GP:	��		��

Name and Business Address	��	Capacity in Which Serves ETP Holdco	��	Principal Occupation
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Executive Officer and Manager	��	Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC

Marshall S. McCrea III 3738 Oak Lawn Ave. Dallas, TX 75219	��	President and Chief Operating Officer	��	President and Chief Operating Officer of Energy Transfer Partners, L.L.C.

Richard A. Cargile 3738 Oak Lawn Ave. Dallas, TX 75219	��	President of Midstream Operations	��	President of Midstream Operations of Energy Transfer Partners, L.L.C.

Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Financial Officer and Manager	��	Chief Financial Officer of Energy Transfer Partners, L.L.C.

Gregory F. Brazaitis 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Compliance Officer	��	Chief Compliance Officer of Energy Transfer Partners, L.L.C.

Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219	��	Senior Vice President, General Counsel and Secretary	��	Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C.

�

Appendix A

Page 3



Heritage ETC GP:	��		��

Name and Business Address	��	Capacity in Which Serves Heritage ETC GP	��	Principal Occupation
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Executive Officer and Manager	��	Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC

Marshall S. McCrea, III 3738 Oak Lawn Ave. Dallas, TX 75219	��	President and Chief Operating Officer	��	President and Chief Operating Officer of Energy Transfer Partners, L.L.C.

Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Financial Officer and Manager	��	Chief Financial Officer of Energy Transfer Partners, L.L.C.

Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219	��	Senior Vice President, General Counsel and Secretary	��	Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C.

Richard A. Cargile 3738 Oak Lawn Ave. Dallas, TX 75219	��	President of Midstream Operations	��	President of Midstream Operations of Energy Transfer Partners, L.L.C.

Gregory F. Brazaitis 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Compliance Officer	��	Chief Compliance Officer of Energy Transfer Partners, L.L.C.

Stripes 1009:	��		��

Name and Business Address	��	Capacity in Which Serves Stripes 1009	��	Principal Occupation
Robert W. Owens 3738 Oak Lawn Ave. Dallas, TX 75219	��	President and Chief Executive Officer	��	Chief Executive Officer of Susser Holdings Corporation

Mary E. Sullivan 3738 Oak Lawn Ave. Dallas, TX 75219	��	Executive Vice President, Chief Financial Officer and Treasurer	��	Executive Vice President and Chief Financial Officer of Susser Holdings Corporation

Susser:	��		��

Name and Business Address	��	Capacity in Which Serves Susser	��	Principal Occupation
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director	��	Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC

Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219	��	Director and Executive Vice President	��	Chief Financial Officer of Energy Transfer Partners, L.L.C.

Robert W. Owens 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Executive Officer	��	Chief Executive Officer of Susser Holdings Corporation

�

Appendix A

Page 4



Marshall S. McCrea, III 3738 Oak Lawn Ave. Dallas, TX 75219	��	President and Chief Operating Officer	��	President and Chief Operating Officer of Energy Transfer Partners, L.L.C.

Mary E. Sullivan 3738 Oak Lawn Ave. Dallas, TX 75219	��	Executive Vice President and Chief Financial Officer	��	Executive Vice President and Chief Financial Officer of Susser Holdings Corporation

Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219	��	Senior Vice President, General Counsel and Secretary	��	Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C.

Stripes:	��		��

Name and Business Address	��	Capacity in Which Serves Stripes	��	Principal Occupation
Robert W. Owens 3738 Oak Lawn Ave. Dallas, TX 75219	��	President, Chief Executive Officer and Manager	��	Chief Executive Officer of Susser Holdings Corporation

Mary E. Sullivan 3738 Oak Lawn Ave. Dallas, TX 75219	��	Executive Vice President, Chief Financial Officer, Treasurer and Manager	��	Executive Vice President and Chief Financial Officer of Susser Holdings Corporation

Cynthia Archer 3738 Oak Lawn Ave. Dallas, TX 75219	��	Executive Vice President and Chief Marketing Officer	��	Executive Vice President and Chief Marketing Officer of Susser Petroleum Partners GP LLC

Brad Williams 3738 Oak Lawn Ave. Dallas, TX 75219	��	Senior Vice President�Retail Operations West and Manager	��	Senior Vice President�Retail Operations West of Susser Petroleum Partners GP LLC

Brian Hand 3738 Oak Lawn Ave. Dallas, TX 75219	��	Chief Procurement Officer and Vice President�Facilities	��	Chief Procurement Officer and Vice President of Sunoco, Inc.

�

Appendix A

Page 5

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Form SC 13D/A Susser Petroleum Partner Filed by: Susser Holdings CORP

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