Sec Form 4 Filing - Sprague HP Holdings LLC @ Sprague Resources LP - 2022-11-01

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 Sprague HP Holdings LLC 2. Issuer Name and Ticker or Trading Symbol Sprague Resources LP [ SRLP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2022 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 units representing limited partner interests 11/01/2022 P 6,689,383 A $ 20( 1 )( 2 ) 19,548,849( 1 )( 2 ) I See Footnotes( 3 )( 4 )( 5 )

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 Sprague HP Holdings LLC 1185 AVENUE OF THE AMERICAS NEW YORK, NY10036 X See Remarks Hartree Partners, LP 1185 AVENUE OF THE AMERICAS NEW YORK, NY10036 X See Remarks Hartree Partners GP, LLC 1185 AVENUE OF THE AMERICAS NEW YORK, NY10036 X See Remarks Signatures SPRAGUE HP HOLDINGS, LLC, By: HARTREE PARTNERS, LP, its sole member, By: HARTREE PARTNERS GP, LLC, its general partner, /s/ Stephen M. Hendel, Stephen M. Hendel, Authorized Signatory 11/01/2022 Signature of Reporting Person Date HARTREE PARTNERS, LP, By: HARTREE PARTNERS GP, LLC, its general partner, /s/ Stephen M. Hendel, Stephen M. Hendel, Authorized Signatory 11/01/2022 Signature of Reporting Person Date HARTREE PARTNERS GP, LLC, /s/ Stephen M. Hendel, Stephen M. Hendel, Authorized Signatory 11/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 1, 2022, pursuant to that certain Agreement and Plan of Merger, dated June 2, 2022, as amended by Amendment No. 1, dated August 31, 2022, by and among the Issuer, Sprague HP Holdings, LLC ("Sprague HP Holdings"), Sparrow HP Merger Sub, LLC, a wholly owned subsidiary of Sprague HP Holdings ("Merger Sub"), and Sprague Resources GP LLC, the general partner of the Issuer, Merger Sub was merged with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership and directly owned by Sprague HP Holdings. ( 2 )(continued from footnote 1) At the effective time of the merger (the "Effective Time"), each issued and outstanding common unit representing limited partner interests of the Issuer ("Common Units") as of immediately prior to the Effective Time (other than the Common Units held by Sprague HP Holdings), comprising 6,689,383 Common Units, was converted into the right to receive $20.00 per Common Unit in cash without any interest thereon and was cancelled by the Issuer. ( 3 )Hartree Partners, LP ("Hartree LP") is the sole member of Sprague HP Holdings. Hartree Partners GP, LLC is the general partner of Hartree LP. ( 4 )Each of the Reporting Persons may be deemed to be a member of a "group" for purposes of Section 13(d) of The Securities Exchange Act of 1934. Each of the Reporting Persons (other than Sprague HP Holdings), disclaims beneficial ownership of the securities held by Sprague HP Holdings, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than Sprague HP Holdings) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. ( 5 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Remarks: Sprague HP Holdings, LLC has the right to appoint all of the directors of the Board of Directors of Sprague Resources GP LLC, the general partner of the Issuer. Therefore, each of Sprague HP Holdings, LLC, Hartree Partners, LP and Hartree Partners GP, LLC may be deemed a director by deputization.

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).

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