Sec Form 4 Filing - Kimber Warren S. Jr. @ Lehigh Gas Partners LP - 2014-03-14

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 Kimber Warren S. Jr. 2. Issuer Name and Ticker or Trading Symbol Lehigh Gas Partners LP [ LGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 702 W. HAMILTON STREET, SUITE 203 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2014 (Street) ALLENTOWN, PA18101 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

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 Profits Interests ( 1 ) $ 0 03/14/2014 A 1,487 ( 2 ) ( 2 ) Common Units 0 $ 0 ( 2 ) 1,487 D Profits Interests ( 3 ) $ 0 03/14/2014 A 2,045 ( 4 ) ( 4 ) Common Units 0 $ 0 ( 4 ) 2,045 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kimber Warren S. Jr. 702 W. HAMILTON STREET SUITE 203 ALLENTOWN, PA18101 X Signatures Kadryn E. Lattig, Attorney-in-Fact 03/18/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Profits Interests in LGP Operations LLC, a subsidiary of the Issuer, under the Lehigh Gas Partners LP 2012 Incentive Plan as non-employee director compensation for the year ended December 31, 2013. The number of Profits Interests issued was based on the closing price of ($26.89) of the Issuer's common units on March 13, 2014, the date prior to the grant date. Profits Interests may be redeemed for cash or common units at the discretion of the Issuer (on a basis that is no greater than one common unit of the Issuer (or cash equivalent) for each Profits Interest. ( 2 )Profits Interests will vest immediately and can be converted into common units or cash, at the discretion of the Issuer, on March 15 of any year beginning on March 15, 2016, as determined by the reporting person. ( 3 )Represents the Profits Interests under the Lehigh Gas Partners LP 2012 Incentive Plan as non-employee director compensation for the year ended December 31, 2014. The number of Profits Interests issued was based on the closing price of ($26.89) the Issuer's common units on March 13, 2014, the date prior to the grant date. ( 4 )Profits interest units will vest on March 15, 2015, provided that the reporting person was in continuous service as a director as of December 31, 2014, and can be converted into either cash or common units, at the discretion of the Issuer (on a basis that is no greater than one common unit of the Issuer (or cash equivalent) for each Profits Interest), no earlier than March 15 of any year beginning on March 15, 2016, as determined by the reporting person.

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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