Sec Form 4 Filing - Sprague HP Holdings LLC @ Sprague Resources LP - 2021-05-28

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
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)
05/28/2021
(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 05/28/2021 P 16,058,484 A $ 16.5 18,173,849 I See Footnotes ( 1 ) ( 3 ) ( 4 )
Common units representing limited partner interests 1,375,000 I See Footnotes ( 2 ) ( 3 ) ( 4 )
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 Amo unt 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 Bulk Storage, LLC
1185 AVENUE OF THE AMERICAS
NEW YORK, NY10036
See Remarks
HP Bulk Storage Manager, LLC
1185 AVENUE OF THE AMERICAS
NEW YORK, NY10036
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, Authorized Signatory 05/28/2021
Signature of Reporting Person Date
HARTREE BULK STORAGE, LLC, By: HP BULK STORAGE MANAGER, LLC, its managing member, /s/ Stephen M. Hendel, Authorized Signatory 05/28/2021
Signature of Reporting Person Date
HP BULK STORAGE MANAGER, LLC, /s/ Stephen M. Hendel, Authorized Signatory 05/28/2021
Signature of Reporting Person Date
HARTREE PARTNERS, LP, By: HARTREE PARTNERS GP, LLC, its general partner, /s/ Stephen M. Hendel, Authorized Signatory 05/28/2021
Signature of Reporting Person Date
HARTREE PARTNERS GP, LLC, /s/ Stephen M. Hendel, Authorized Signatory 05/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Purchase made by Sprague HP Holdings, LLC ("Sprague HP Holdings") from Sprague Resources Holdings LLC ("Sprague Holdings") in connection with the closing of the transactions contemplated by that certain Purchase Agreement, dated as of April 20, 2021, by and among Sprague HP Holdings, Sprague Holdings and, solely for purposes of Section 11.14 thereof, Hartree Partners, LP ("Hartree LP"), as guarantor. Hartree LP is the sole member of Sprague HP Holdings. Hartree Partners GP, LLC is the general partner of Hartree LP.
( 2 )These common units are owned directly by Hartree Bulk Storage, LLC ("Hartree Bulk Storage" and, together with Sprague HP Holdings, the "Hartree Direct Holders"). HP Bulk Storage Manager, LLC is the managing member of Hartree Bulk Storage.
( 3 )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 the Hartree Direct Holders, to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Hartree Direct Holders, as applicable, 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 each of the Hartree Direct Holders to the extent they directly hold securities reported herein) 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.
( 4 )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.Hartree Bulk Storage, LLC and HP Bulk Storage Manager, LLC may each be deemed a member of a 10% owner group.

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