Sec Form 4 Filing - DAWSON WILLIAM F JR @ Susser Holdings CORP - 2012-07-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DAWSON WILLIAM F JR
2. Issuer Name and Ticker or Trading Symbol
Susser Holdings CORP [ SUSS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O WELLSPRING CAPITAL MANAGEMENT LLC, LEVER HOUSE, 390 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2012
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock, par value $0.01 per share 07/23/2012 S 5,000,000 D $ 36 1,604,882 I See footnotes ( 1 ) ( 2 )
Common Stock, par value $0.01 per share 15,000 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DAWSON WILLIAM F JR
C/O WELLSPRING CAPITAL MANAGEMENT LLC
LEVER HOUSE, 390 PARK AVENUE
NEW YORK, NY10022
X X
Signatures
/s/ William F. Dawson, Jr. 07/23/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents (i) 2,365,535 shares sold by Wellspring Capital Partners III, L.P. ("WCP III"), (ii) 2,634,465 shares sold by Stripes Holdings, L.P. ("Stripes LP") in the sale of the shares of Susser Holdings Corporation (the "Issuer") Common Stock in its registered public offering pursuant to the registration statement on Form S-3 filed by the Issuer with the Commission (Registration No. 333-177265) (the sale described in this (i) and (ii) the "Reported Transaction"), (iii) 759,281 shares retained by WCP III following the Reported Transaction and (iv) 845,601 shares retained by Stripes LP following the Reported Transaction. (continued in Footnote 2)
( 2 )(continued from Footnote 1) The reporting person is a partner of Wellspring Capital Management LLC, an affiliate of WCP III and Stripes LP. As such, the reporting person may be deemed to beneficially own the shares owned directly by each of WCP III and Stripes LP. The reporting person disclaims beneficial ownership of such shares, and this report may not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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