Sec Form 4 Filing - Sprague Resources Holdings LLC @ Sprague Resources LP - 2021-03-05

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 Resources 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) Director by Deputization (Last) (First) (Middle) 185 INTERNATIONAL DRIVE, 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2021 (Street) PORTSMOUTH, NH03801 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 03/05/2021 J( 1 ) 3,107,248 A $ 0 16,058,484 I See Footnote ( 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 Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sprague Resources Holdings LLC 185 INTERNATIONAL DRIVE PORTSMOUTH, NH03801 X Director by Deputization JOHNSON ANTONIA C/O AXEL JOHNSON AB VILLAGANTAN 6, P.O. BOX 26008 STOCKHOLM, V7SE-100 41 X Signatures /s/ Paul A. Scoff, as Vice President, General Counsel, Chief Compliance Officer and Secretary of Sprague Resources Holdings LLC 03/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 5, 2021, 3,107,248 common units representing limited partner interests in the Issuer were issued by the Issuer to Sprague Resources Holdings LLC ("Sprague Holdings"), the owner of the general partner of the Issuer and the incentive distribution rights of the Issuer, pursuant to Sprague Holdings' exercise of the IDR Reset Election, as such term is defined in the Issuer's First Amended and Restated Agreement of Limited Partnership, as amended. ( 2 )This Form 4 is jointly filed by Sprague Holdings and Antonia Ax:son Johnson. ( 3 )Sprague Holdings is indirectly controlled by Antonia Ax:son Johnson and, as such, Antonia Ax:son Johnson may be deemed to share beneficial ownership of the units beneficially owned by Sprague Holdings, but disclaims such beneficial ownership except to the extent of any pecuniary interest therein. ( 4 )Sprague Holdings 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 Holdings and Antonia Ax:son Johnson 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).

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