Sec Form 4 Filing - VALERO ENERGY CORP/TX @ VALERO ENERGY PARTNERS LP - 2019-01-10

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 VALERO ENERGY CORP/TX 2. Issuer Name and Ticker or Trading Symbol VALERO ENERGY PARTNERS LP [ VLP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE VALERO WAY 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2019 (Street) SAN ANTONIO, TX78249 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 ( 1 ) 01/10/2019 J( 2 ) 22,493,484 ( 2 ) A $ 42.25 ( 2 ) 46,768,586 ( 1 ) ( 2 ) ( 3 ) I ( 1 ) ( 3 ) See footnotes ( 1 ) ( 3 )

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 VALERO ENERGY CORP/TX ONE VALERO WAY SAN ANTONIO, TX78249 X Valero Terminaling & Distribution Co ONE VALERO WAY SAN ANTONIO, TX78249 X VALERO ENERGY PARTNERS GP LLC ONE VALERO WAY SAN ANTONIO, TX78249 X Signatures /s/ Ethan A. Jones, Officer 01/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed jointly by Valero Energy Corporation ("Valero"), Valero Terminaling and Distribution Company ("VTDC") and Valero Energy Partners GP LLC (the "General Partner"). The common stock of VTDC is owned by various indirect, wholly owned subsidiaries of Valero. On November 8, 2018, for U.S. tax purposes, VTDC contributed (the "Contribution") 1,413,512 common units representing limited partner interests (the "Common Units") in Valero Energy Partners LP (the "Partnership") to Valero Forest Contribution LLC ("Contribution Sub") in exchange for all of the limited liability company interests of Contribution Sub. The Contribution did not result in any change in beneficial ownership of the Common Units owned by either Valero or VTDC. Both the General Partner and Contribution Sub are wholly owned subsidiaries of VTDC. Accordingly, Valero may be deemed to indirectly beneficially own securities of the Partnership owned directly by VTDC, the General Partner and Contribution Sub. ( 2 )Pursuant to the Agreement and Plan of Merger dated as of October 18, 2018, by and among Valero, Forest Merger Sub, LLC ("Merger Sub"), the Partnership and the General Partner, the Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing to exist as a Delaware limited partnership. At the at the effective time of the Merger (the "Effective Time"), each Common Unit, other than Common Units owned by Valero and its subsidiaries, was converted into the right to receive $42.25 per Common Unit in cash without any interest thereon and all such Common Units were automatically cancelled and ceased to exist. ( 3 )In certain circumstances, if the General Partner is removed as the general partner of the Partnership, the General Partner will have the right to convert its general partner interest and its incentive distribution rights into Common Units as set forth in the Partnership's partnership agreement.

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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