Sec Form 4 Filing - Susser Holdings CORP @ Sunoco LP - 2015-07-31

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 Susser Holdings CORP 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) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 1735 MARKET STREET, 13TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2015 (Street) PHILADELPHIA, PA19103 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 Units 07/31/2015 J( 1 ) 79,308 D 0 I See Footnote ( 1 ) Class A Units 07/31/2015 J( 1 ) 11,018,744 A 11,018,744 I See Footnote ( 1 )

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 Subordinated Units ( 2 ) 07/31/2015 J( 1 ) 10,939,436 ( 2 ) ( 2 ) Common Units 10,939,436 ( 1 ) 0 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Susser Holdings CORP 1735 MARKET STREET, 13TH FLOOR PHILADELPHIA, PA19103 X Director by Deputization Signatures Robert W. Owens, Chief Executive Officer 08/10/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 31, 2015, pursuant to the terms of the Contribution Agreement dated as of July 14, 2015, Stripes LLC and Stripes No. 1009 LLC (collectively, the "Stripes Entities"), wholly owned subsidiaries of Susser Holdings Corporation ("SHC"), (i) exchanged their aggregate 79,308 Common Units for 79,308 Class A Units and (ii) converted their aggregate 10,939,436 Subordinated Units into 10,939,436 Class A Units. SHC may be deemed to share beneficial ownership of the Stripes Entities' interest in the Issuer through SHC's ability to control the Stripes Entities. ( 2 )Prior to this transaction, the Subordinated Units would have converted 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).

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