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Form 4 Sunoco LP For: Jul 31 Filed by: Energy Transfer Partners, L.P.

August 4, 2015 9:58 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Energy Transfer Partners, L.P.
(Last) (First) (Middle)
3738 OAK LAWN AVE.
(Street)
DALLAS TX 75219
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sunoco LP [ SUN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units 07/31/2015   J (1)   79,308 D (1) 0 I By: Susser Holdings Corporation & its subsidiaries
Class A 07/31/2015   J (1)   11,018,744 A (1) 11,018,744 I By: Susser Holdings Corporation & its subsidiaries
Common Units 07/31/2015   J (2)   79,308 A (2) 4,858,330 I By: ETP Holdco Corporation and its subsidiaries
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units (3) 07/31/2015   J (1)     10,939,436   (3)   (3) Common Units 10,939,436 (1) 0 I By: Susser Holdings Corporation & its subsidiaries
Subordinated Units (3) 07/31/2015   J (2)   10,939,436     (3)   (3) Common Units 10,939,436 (2) 10,939,436 I By: ETP Holdco Corporation and its subsidiaries
Class B Units (4) 07/31/2015   J (2)   21,978,980     (4)   (4) Common Units 21,978,980 $ 43.99 21,978,980 D  
Explanation of Responses:
1. On July 31, 2014, pursuant to the terms of the Contribution Agreement dated as of July 14, 2015 (the "Contribution Agreement"), Stripes LLC and Stripes No. 1009 LLC, wholly owned subsidiaries of Susser Holdings Corporation, exchanged their aggregate 79,308 Common Units for 79,308 Class A Units and converted their aggregate 10,939,436 Subordinated Units into 10,939,436 Class A Units.
2. On July 31, 2014, pursuant to the terms of the Contribution Agreement, Heritage Holdings, Inc. and ETP Holdco Corporation acquired an aggregate of 79,308 Common Units, 10,939,436 Subordinated Units and 21,978,980 Class B Units and cash in consideration for 100% of the shares of capital stock in Susser Holdings Corporation.
3. The Subordinated Units will convert into Common Units on a one-for-one basis at the end of the Subordination Period as described in the Issuer's Registration Statement on Form S-1 (File No. 333-182276).
4. The Class B Units will convert, on a one-for-one basis, into Common Units on the day immediately following the record date of the Issuer's second quarter 2015 distribution.
Energy Transfer Partners, L.P, by its general partner Energy Transfer Partners GP, L.P., by its general partner Energy Transfer Partners, L.L.C., by William J. Healy, Associate General Counsel and Assistant Secretary 08/04/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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