SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Sunoco LP
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
869239 103
(CUSIP
Number)
Thomas E. Long
Chief Financial Officer
Energy Transfer Partners, L.P.
8111 Westchester Drive,
Suite 600
Dallas, Texas
75225
Tel: (214) 981-0700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 31, 2016
(Date of
Event Which Requires Filing of This Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Heritage Holdings, Inc.
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
14,189,021 Units
(1)
|
|
8
|
|
Shared voting power
|
|
9
|
|
Sole dispositive power
14,189,021 Units
(1)
|
|
10
|
|
Shared dispositive power
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
14,189,021 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
14.9% Outstanding Units
(2)
|
14
|
|
Type of reporting person
CO
|
(1)
|
Consists of 14,189,021 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to Energy Transfer Partners, L.P. (ETP) and 2,236,158 common units to Energy Transfer Equity, L.P. (ETE) on March
31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
ETP Holdco Corporation
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
18,808,703 Units
(1)
|
|
8
|
|
Shared voting power
14,189,021
(1)
|
|
9
|
|
Sole dispositive power
18,808,703 Units
(1)
|
|
10
|
|
Shared dispositive power
14,189,021
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
32,997,724 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
34.6% Outstanding Units
(2)
|
14
|
|
Type of reporting person
CO
|
(1)
|
Consists of 32,997,724 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
ETC M-A Acquisition LLC
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
3,983,540 Units
(1)
|
|
8
|
|
Shared voting power
|
|
9
|
|
Sole dispositive power
3,983,540 Units
(1)
|
|
10
|
|
Shared dispositive power
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
3,983,540 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
4.2% Outstanding Units
(2)
|
14
|
|
Type of reporting person
OO (Limited Liability Company)
|
(1)
|
Consists of 3,983,540 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
ETP Retail Holdings, LLC
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
6,506,404 Units
|
|
8
|
|
Shared voting power
|
|
9
|
|
Sole dispositive power
6,506,404 Units
|
|
10
|
|
Shared dispositive power
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
6,506,404 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
6.8% Outstanding Units
(2)
|
14
|
|
Type of reporting person
OO (Limited Liability Company)
|
(1)
|
Consists of 6,506,404 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Atlantic Refining & Marketing Corp.
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Texas, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
|
|
8
|
|
Shared voting power
6,506,404 Units
|
|
9
|
|
Sole dispositive power
|
|
10
|
|
Shared dispositive power
6,506,404 Units
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
6,506,404 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
6.8% Outstanding Units
(2)
|
14
|
|
Type of reporting person
CO
|
(1)
|
Consists of 6,506,404 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Sunoco, Inc. (R&M)
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Pennsylvania, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
|
|
8
|
|
Shared voting power
6,506,404 Units
(1)
|
|
9
|
|
Sole dispositive power
|
|
10
|
|
Shared dispositive power
6,506,404 Units
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
6,506,404 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
6.8% Outstanding Units
(2)
|
14
|
|
Type of reporting person
CO
|
(1)
|
Consists of 6,506,404 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Sunoco, Inc.
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Pennsylvania, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
|
|
8
|
|
Shared voting power
6,506,404 Units
(1)
|
|
9
|
|
Sole dispositive power
|
|
10
|
|
Shared dispositive power
6,506,404 Units
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
6,506,404 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
6.8% Outstanding Units
(2)
|
14
|
|
Type of reporting person
CO
|
(1)
|
Consists of 6,506,404 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Heritage ETC, L.P.
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
|
|
8
|
|
Shared voting power
43,487,668 Units
(1)
|
|
9
|
|
Sole dispositive power
|
|
10
|
|
Shared dispositive power
43,487,668 Units
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
43,487,668 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
45.6% Outstanding Units
(2)
|
14
|
|
Type of reporting person
PN
|
(1)
|
Consists of 43,487,668 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Heritage ETC GP, L.L.C.
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
|
|
8
|
|
Shared voting power
43,487,668 Units
(1)
|
|
9
|
|
Sole dispositive power
|
|
10
|
|
Shared dispositive power
43,487,668 Units
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
43,487,668 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
45.6% Outstanding Units
(2)
|
14
|
|
Type of reporting person
OO (Limited Liability Company)
|
(1)
|
Consists of 43,487,668 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with the
SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Energy Transfer Partners, L.P.
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
|
|
8
|
|
Shared voting power
43,487,668 Units
(1)
|
|
9
|
|
Sole dispositive power
|
|
10
|
|
Shared dispositive power
43,487,668 Units
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
43,487,668 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
45.6% Outstanding Units
(2)
|
14
|
|
Type of reporting person
PN
|
(1)
|
Consists of 43,487,668 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Energy Transfer Partners GP, L.P.
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
|
|
8
|
|
Shared voting power
43,487,668 Units
(1)
|
|
9
|
|
Sole dispositive power
|
|
10
|
|
Shared dispositive power
43,487,668 Units
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
43,487,668 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
45.6% Outstanding Units
(2)
|
14
|
|
Type of reporting person
PN
|
(1)
|
Consists of 43,487,668 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Energy Transfer Partners, L.L.C.
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
|
|
8
|
|
Shared voting power
43,487,668 Units
(1)
|
|
9
|
|
Sole dispositive power
|
|
10
|
|
Shared dispositive power
43,487,668 Units
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
43,487,668 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
45.6% Outstanding Units
(2)
|
14
|
|
Type of reporting person
OO (Limited Liability Company)
|
(1)
|
Consists of 43,487,668 common units representing limited partner interests in Sunoco LP.
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Energy Transfer Equity, L.P.
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
2,263,158 Units
(1)
|
|
8
|
|
Shared voting power
43,487,668 Units
(1)
|
|
9
|
|
Sole dispositive power
2,263,158 Units
(1)
|
|
10
|
|
Shared dispositive power
43,487,668 Units
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
45,750,826 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
48.0% Outstanding Units
(2)
|
14
|
|
Type of reporting person
PN
|
(1)
|
Consists of 45,750,826 common units representing limited partner interests in Sunoco LP. The Reporting Person may also be deemed to be the beneficial owner of the non-economic general partner interest in the Issuer and
the owner of all of the incentive distribution rights in the Issuer (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts).
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
LE GP, LLC
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
Delaware, United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
2,263,158 Units
(1)
|
|
8
|
|
Shared voting power
43,487,668 Units
(1)
|
|
9
|
|
Sole dispositive power
2,263,158 Units
(1)
|
|
10
|
|
Shared dispositive power
43,487,668 Units
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
45,750,826 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
48.0% Outstanding Units
(2)
|
14
|
|
Type of reporting person
OO (Limited Liability Company)
|
(1)
|
Consists of 45,750,826 common units representing limited partner interests in Sunoco LP. The Reporting Person may also be deemed to be the indirect beneficial owner of the non-economic general partner interest in the
Issuer and the indirect owner of all of the incentive distribution rights in the Issuer (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts).
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting person
Kelcy L. Warren
|
2
|
|
Check the appropriate box if a member
of a group
(a):
¨
(b):
¨
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO (see Item 3)
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
|
6
|
|
Citizenship or place of
organization
United States of America
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
|
|
8
|
|
Shared voting power
45,750,826 Units
(1)
|
|
9
|
|
Sole dispositive power
|
|
10
|
|
Shared dispositive power
45,750,826 Units
(1)
|
11
|
|
Aggregate amount beneficially owned by each reporting person (1)
45,750,826 Units
(1)
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
|
13
|
|
Percent of class represented by amount
in Row (11)
48.0% Outstanding Units
(2)
|
14
|
|
Type of reporting person
IN
|
(1)
|
Consists of 45,750,826 common units representing limited partner interests in Sunoco LP. The Reporting Person may also be deemed to be the indirect beneficial owner of the non-economic general partner interest in the
Issuer and the indirect owner of all of the incentive distribution rights in the Issuer (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts).
|
(2)
|
Calculated using an aggregate of 95,339,786 units outstanding as of March 31, 2016, as based on: (a) a total of 87,365,706 common units outstanding as of February 22, 2016, as disclosed by Sunoco LP in its Annual Report
on Form 10-K for the year ended December 31, 2015, and (b) the issuance of an additional 5,710,922 common units to ETP and 2,236,158 common units to ETE on March 31, 2016, each as disclosed by Sunoco LP in its Current Report on Form 8-K filed with
the SEC on April 1, 2016.
|
SCHEDULE 13D
Explanatory Note: This Amendment No. 4 (this Amendment) to the Schedule 13D originally filed on October 5, 2012 by certain of the
Reporting Persons (as such term is defined below) (as amended by the Amendment, the Schedule 13D) is being filed to reflect (i) the contribution by ETP Retail Holdings, LLC, a Delaware limited liability company, to Sunoco LP, a
Delaware limited partnership (the Issuer or SUN), of (a) 100% of the issued and outstanding membership interests in Sunoco Retail, LLC, a Delaware limited liability company, and (b) the remaining 68.42% membership
interests in Sunoco, LLC, a Delaware limited liability company, in exchange for cash and common units representing limited partner interests of the Issuer and (ii) the issuance of common units representing limited partner interests of the
Issuer in a private placement to Energy Transfer Equity, L.P. a Delaware limited partnership, each as more fully described in Item 3.
The Reporting
Persons named in Item 2 below are hereby jointly filing this Amendment because, due to certain affiliations and relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own some or all of the same
securities from the Issuer (as such term is defined below) deemed to be beneficially owned by one or more of the Reporting Persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the
Reporting Persons named in Item 2 below have executed a written agreement relating to the joint filing of this Amendment (the Joint Filing Agreement), a copy of which is attached as Exhibit A to this Schedule 13D/A and is
incorporated by reference herein.
Item 1.
|
Security and Issuer
|
This Amendment relates to the common units representing limited partner interests
of the Issuer (the Common Units). The address of the principal executive offices of the Issuer is 555 East Airtex Drive, Houston, Texas 77073.
Item 2.
|
Identity and Background
|
(a)-(c) This Amendment is being filed jointly by:
|
(i)
|
Heritage Holdings, Inc., a Delaware corporation (HHI);
|
|
(ii)
|
ETP Holdco Corporation, a Delaware corporation (ETP Holdco);
|
|
(iii)
|
ETC M-A Acquisition LLC, a Delaware limited liability company (ETC M-A);
|
|
(iv)
|
Atlantic Refining & Marketing Corp., a Delaware corporation (Atlantic R&M);
|
|
(v)
|
ETP Retail Holdings, LLC, a Delaware limited liability company (ETP Retail);
|
|
(vi)
|
Sunoco, Inc. (R&M), a Pennsylvania corporation (Sunoco R&M);
|
|
(vii)
|
Sunoco, Inc., a Pennsylvania corporation (Sunoco, Inc.);
|
|
(viii)
|
Heritage ETC, L.P., a Delaware limited partnership (Heritage ETC);
|
|
(ix)
|
Heritage ETC GP, L.L.C., a Delaware limited liability company (Heritage ETC GP);
|
|
(x)
|
Energy Transfer Partners, L.P., a Delaware limited partnership (ETP);
|
|
(xi)
|
Energy Transfer Partners GP, L.P., a Delaware limited partnership (ETP GP);
|
|
(xii)
|
Energy Transfer Partners, L.L.C., a Delaware limited liability company (ETP LLC);
|
|
(xiii)
|
Energy Transfer Equity, L.P., a Delaware limited partnership (ETE);
|
|
(xiv)
|
LE GP, LLC, a Delaware limited liability company (LE GP); and
|
|
(xv)
|
Kelcy L. Warren, a United States citizen (Warren).
|
The entities and persons referred to in
clauses (i) through (xv) above are collectively referred to as the Reporting Persons.
|
(i)
|
The principal business of HHI is to hold equity interests in Sunoco, Inc. and other entities. ETP Holdco is the sole stockholder of HHI.
|
|
(ii)
|
The principal business of ETP Holdco is to hold equity interests in HHI, Sunoco, Inc. and other entities.
|
|
(iii)
|
The principal business of ETC M-A is to hold equity interests in SUN.
|
|
(iv)
|
ETP Retail owns equity interests in ETC M-A and other subsidiaries. The principal business of ETP Retail is to hold equity interests in ETC M-A and other subsidiaries.
|
|
(v)
|
Atlantic R&M holds membership interests in ETP Retail. The principal business of Atlantic R&M is to hold equity interest in ETP Retail.
|
|
(vi)
|
Sunoco R&M owns membership interests in ETP Retail. The principal business of Sunoco R&M is to hold membership interests in ETP Retail.
|
|
(vii)
|
Sunoco, Inc. is the sole stockholder of Sunoco R&M and Atlantic R&M. The principal business of Sunoco, Inc. is to hold equity interests in Sunoco R&M, Atlantic R&M and other subsidiaries.
|
|
(viii)
|
Heritage ETC is the sole stockholder of ETP Holdco. The principal business of Heritage ETC is to hold equity interests in ETP Holdco and other entities.
|
|
(ix)
|
Heritage ETC GP is the general partner of Heritage ETC. The principal business of Heritage ETC GP is to hold the general partner interest in Heritage ETC.
|
|
(x)
|
ETP is the sole member of Heritage ETC GP and the holder of a 99.999% limited partner interest in Heritage ETC. ETP is the direct or indirect parent of each of HHI, ETP Holdco, ETC M-A, ETP Retail, Sunoco R&M,
Atlantic R&M and Sunoco, Inc. The principal business of ETP is to provide midstream services to producers and consumers of natural gas, NGLs, crude oil and refined products through its subsidiaries.
|
|
(xi)
|
ETP GP is the general partner of ETP. The principal business of ETP GP is to serve as the general partner of ETP.
|
|
(xii)
|
ETP LLC is the general partner of ETP GP. The principal business of ETP LLC is to serve as the general partner of ETP GP.
|
|
(xiii)
|
ETE is the sole member of ETP LLC. The principal business of ETE is to hold equity interests in its subsidiaries and to acquire interests in other publicly traded partnerships, and to pursue certain opportunities to
acquire or construct natural gas and liquids midstream or transportation assets.
|
|
(xiv)
|
LE GP is the general partner of ETE and manages and directs all of ETEs activities through LE GPs board of directors. The members of LE GP have the authority to appoint and remove LE GPs directors.
|
|
(xv)
|
Warren is the Chief Executive Officer of ETP. Warren owns 81.2% of LE GP.
|
The principal office of each of the
Reporting Persons is located at 8111 Westchester Drive, Suite 600, Dallas, Texas 75225.
Attached as Appendix A is information concerning the directors
and executive officers of ETP LLC, LE GP, HHI, ETP Holdco, ETC M-A, ETP Retail, Sunoco R&M, Atlantic R&M, Sunoco, Inc., and Heritage ETC GP (the Listed Persons) as to which such information is required to be disclosed in response
to Item 2 and General Instruction C to Schedule 13D.
(d) During the last five years, none of the Reporting Persons or, to the knowledge of the
Reporting Persons, the Listed Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the
last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, the Listed Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
(f) All of the persons listed in this Item 2, including those listed on Appendix A, are citizens of the United States of America.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
ETP Retail acquired 5,710,922 Common Units as a
result of the Contribution Transaction (as defined below). ETE acquired 2,236,158 Common Units as a result of the PIPE Transaction (as defined below).
The Contribution Transaction
On March 31, 2016, ETP
Retail completed the previously announced contribution contemplated by the Contribution
Agreement, dated as of November 15, 2015 (the Contribution Agreement), by and among SUN, Sunoco GP LLC (SUN GP), Sunoco, LLC (Sunoco LLC), Sunoco, Inc.,
ETP Retail and, solely with respect to certain provisions, ETP. Pursuant to the terms of the Contribution Agreement, SUN acquired from ETP Retail, effective January 1, 2016, (a) 100% of the issued and outstanding membership interests of
Sunoco Retail, LLC (the SUN Retail Interests), and (b) the remaining 68.42% of the issued and outstanding membership interests in Sunoco LLC (the SUN LLC Interests, and together with the SUN Retail Interests, the
Acquired Interests). As a result of this transaction (the Contribution Transaction), SUN now owns 100% of Sunoco LLC. Pursuant to the terms of the Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail
under the Contribution Agreement.
Subject to the terms and conditions of the Contribution Agreement, upon the closing of the Contribution Transaction, in
exchange for the contribution by ETP Retail of the Acquired Interests, SUN paid to ETP Retail approximately $2.2 billion in cash, including certain working capital adjustments, and issued to ETP Retail 5,710,922 Common Units (the Unit
Consideration). The Unit Consideration issued to ETP Retail as partial consideration for the Contribution Transaction was issued and sold in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of
1933, as amended.
A copy of the Contribution Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities
and Exchange Commission on November 16, 2015 and is incorporated herein by reference.
The PIPE Transaction
ON March 31, 2016, SUN completed the previously announced sale contemplated by the Common Unit Purchase Agreement, dated as of November 15, 2015, by
and between SUN and ETE (the Purchase Agreement), of 2,263,158 Common Units (the PIPE Common Units) in a private placement to ETE at a purchase price of $31.00 per Common Unit, as adjusted by a $2.50 per Common Unit purchase
price adjustment (the PIPE Transaction). In connection with the closing of the PIPE Transaction, SUN entered into a registration rights agreement, dated as of March 31, 2016 (the Registration Rights Agreement) with ETE.
Pursuant to the Registration Rights Agreement, SUN is required to file a shelf registration statement to register the PIPE Common Units, upon the request of the holders of a majority of the then-outstanding PIPE Common Units. SUN shall use its
reasonable best efforts to file the registration statement within 45 days of any such request and cause it to be effective as soon as reasonably practicable thereafter, subject to certain exceptions.
A copy of the Purchase Agreement was filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission
on November 16, 2015 and is incorporated herein by reference. A copy of the Registration Rights Agreement was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on
April 1, 2016 and is incorporated herein by reference.
Item 4.
|
Purpose of Transaction
|
The information set forth or incorporated in Item 3 is incorporated herein
by reference.
|
(a)
|
The Reporting Persons may make additional purchases of securities of the Issuer either in the open market or in private transactions depending on the Reporting Persons business, prospects and financial condition,
the market for securities of the Issuer, general economic conditions, stock market conditions and other future developments.
|
|
(e)
|
ETE, as indirect owner of the general partner of the Issuer, may cause the Issuer to change its dividend policy or its capitalization, through the issuance of debt or equity securities, from time to time in the future.
ETE, however, has no current intention of changing the present capitalization or dividend policy of the Issuer.
|
Except as set forth in this Amendment, the Reporting Persons have no present plans which relate to or
would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Common
Units reported as beneficially owned in this Amendment (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer,
anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters and other opportunities available to the Reporting Persons. The Reporting Persons
reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of
securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.
Item 5.
|
Interest in Securities of the Issuer
|
(a) - (b) The information in the cover pages of this Schedule
13D is incorporated into this Item 5 by reference.
(c) To the knowledge of the Reporting Persons, there have been no reportable transactions with
respect to the Common Units within the last 60 days by the Reporting Persons, except as described in this Amendment.
(d) To the knowledge of the
Reporting Persons, no person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Units covered by this Amendment.
(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The
information set forth or incorporated in Item 3 is incorporated herein by reference.
There are no other contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer that require disclosure under this Item.
Item 7.
|
Material to Be Filed as Exhibits
|
|
|
|
|
|
Exhibit A:
|
|
Joint Filing Agreement and Power of Attorney dated April 9, 2015 (previously filed).
|
|
|
Exhibit B:
|
|
First Amended and Restated Agreement of Limited Partnership of Sunoco LP (previously filed).
|
|
|
Exhibit C:
|
|
Amended and Restated Limited Liability Company Agreement of Sunoco GP LLC (previously filed).
|
|
|
Exhibit D:
|
|
Contribution Agreement by and among Susser Petroleum Partners LP, Susser Petroleum Partners GP LLC, Susser Holdings Corporation, Susser Holdings, L.L.C., Stripes LLC and Susser Petroleum Company LLC, dated September 25, 2012
(previously filed).
|
|
|
|
|
|
Exhibit E:
|
|
Contribution Agreement by and among Mid-Atlantic Convenience Stores, LLC, ETC M-A Acquisition LLC, Susser Petroleum Partners LP and Energy Transfer Partners, L.P., dated September 25, 2014 (previously filed).
|
|
|
Exhibit F:
|
|
Contribution Agreement by and among Sunoco, LLC, ETP Retail Holdings, LLC, Sunoco LP and Energy Transfer Partners, L.P., dated March 23, 2015 (previously filed).
|
|
|
Exhibit G:
|
|
Contribution Agreement by and among Susser Holdings Corporation, Heritage Holdings, Inc., ETP Holdco Corporation, Sunoco LP, Sunoco GP LLC and ETP, dated July 14, 2015 (previously filed).
|
|
|
Exhibit H:
|
|
Contribution Agreement by and among Sunoco LP, Sunoco GP LLC, Sunoco, LLC, Sunoco, Inc., ETP Retail Holdings, LLC and Energy Transfer
Partners, L.P., dated November 15, 2015 (previously filed).
|
|
|
Exhibit I:
|
|
Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Sunoco LP (previously filed).
|
|
|
Exhibit J:
|
|
Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Sunoco LP (previously filed).
|
|
|
Exhibit K:
|
|
Common Unit Purchase Agreement, dated as of November 15, 2015, by and between Sunoco LP and Energy Transfer Equity, L.P. (previously filed).
|
|
|
Exhibit L:
|
|
Registration Rights Agreement, dated as of March 31, 2016, by and between Sunoco LP and Energy Transfer Equity, L.P. (previously filed).
|
Signatures
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment is true,
complete and correct.
Date: April 25, 2016
|
|
|
HERITAGE HOLDINGS, INC.
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
ETP HOLDCO CORPORATION
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
ETC M-A ACQUISITION LLC
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
ATLANTIC REFINING & MARKETING CORP.
|
|
|
By:
|
|
/s/ Arnold Dodderer
|
Name:
|
|
Arnold Dodderer
|
Title:
|
|
Attorney-in-Fact
|
|
ETP RETAIL HOLDINGS, LLC
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
SUNOCO, INC. (R&M)
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
SUNOCO, INC.
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
|
|
HERITAGE ETC, L.P.
|
|
|
By:
|
|
Heritage ETC GP, L.L.C., its general partner
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
HERITAGE ETC GP, L.L.C.
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
ENERGY TRANSFER PARTNERS, L.P.
|
|
|
By:
|
|
Energy Transfer Partners GP, L.P., its general partner
|
|
|
By:
|
|
Energy Transfers Partners, L.L.C., its general partner
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
ENERGY TRANSFER PARTNERS GP, L.P.
|
|
|
By:
|
|
Energy Transfer Partners, L.L.C., its general partner
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
ENERGY TRANSFER PARTNERS, L.L.C.
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
ENERGY TRANSFER EQUITY, L.P.
|
|
|
By:
|
|
LE GP, LLC, its general partner
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
|
|
LE GP, LLC
|
|
|
By:
|
|
/s/ William J. Healy
|
Name:
|
|
William J. Healy
|
Title:
|
|
Attorney-in-Fact
|
|
KELCY L. WARREN
|
|
|
By:
|
|
/s/ William J. Healy, as Attorney-in-Fact
|
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS
The
following tables set forth the names, positions and present principal occupations or employment and business addresses of the directors and executive officers of ETP LLC, LE GP, HHI, ETP Holdco, Heritage ETC GP, ETP Retail, ETC M-A, Sunoco R&M,
Atlantic R&M and Sunoco, Inc. All the individuals listed below are citizens of the United States.
ETP LLC:
|
|
|
|
|
Name and Business Address
|
|
Capacity in Which Serves
ETP LLC
|
|
Principal Occupation
|
|
|
|
Kelcy L. Warren
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Chairman of the Board and
Chief Executive Officer
|
|
Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC
|
|
|
|
Thomas E. Long
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Chief Financial Officer
|
|
Group Chief Financial Officer of LE GP, LLC and Chief Financial Officer of Energy Transfer Partners, L.L.C.
|
|
|
|
Ted Collins, Jr.
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
President of Collins & Ware Inc.
|
|
|
|
Michael K. Grimm
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
President of and Chief Executive Officer of Rising Star Energy, L.L.C.
|
|
|
|
James R. Perry
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
Former Governor of Texas
|
|
|
|
Marshall S. McCrea, III
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
Group Chief Operating Officer and Chief Commercial Officer of LE GP, LLC
|
|
|
|
James M. Wright
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
General Counsel
|
|
General Counsel of Energy Transfer Partners, L.L.C.
|
|
|
|
David K. Skidmore
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
President of Skidmore Exploration Inc.
|
|
|
|
Matthew S. Ramsey
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
President, Chief Operating Officer and Director
|
|
President & Chief Operating Officer of Energy Transfer Partners, L.L.C.
|
|
|
|
Bradford D. Whitehurst
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Executive Vice President Head of Tax
|
|
Executive Vice President Head of Tax of LE GP, LLC
|
LE GP:
|
|
|
|
|
Name and Business Address
|
|
Capacity in Which Serves
LE GP
|
|
Principal Occupation
|
|
|
|
John W. McReynolds
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director and President
|
|
President of LE GP, LLC
|
|
|
|
Kelcy L. Warren
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director and Chairman of the Board
|
|
Chairman and Chief Executive Officer and Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC
|
|
|
|
William P. Williams
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
Retired Vice President of Measurement, Energy Transfer Partners, L.L.C.
|
|
|
|
Marshall S. McCrea, III
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Group Chief Operating Officer, Chief Commercial Officer and Director
|
|
Group Chief Operating Officer and Chief Commercial Officer of LE GP, LLC
|
|
|
|
Matthew S. Ramsey
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
President and Chief Operating Officer of Energy Transfer Partners, L.L.C.
|
|
|
|
K. Rick Turner
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
Director of Sunoco GP LLC and Managing Director of Altos Energy Partners, LLC
|
|
|
|
Thomas P. Mason
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Executive Vice President and General Counsel
|
|
Executive Vice President and General Counsel of LE GP, LLC
|
|
|
|
Thomas E. Long
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Group Chief Financial Officer
|
|
Group Chief Financial Officer of LE GP, LLC and Chief Financial Officer of Energy Transfer Partners, L.L.C.
|
|
|
|
Bradford D. Whitehurst
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Executive Vice President Head of Tax
|
|
Executive Vice President Head of Tax of LE GP, LLC
|
HHI:
|
|
|
|
|
Name and Business Address
|
|
Capacity in Which Serves
Heritage Holdings
|
|
Principal Occupation
|
|
|
|
Kelcy L. Warren
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Chief Executive Officer
and Director
|
|
Chairman and Chief Executive Officer and Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC
|
|
|
|
Marshall S. McCrea, III
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
President and Chief Operating Officer
|
|
President and Chief Operating Officer of Energy Transfer Partners, L.L.C.
|
|
|
|
Gregory F. Brazaitis
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Chief Compliance Officer
|
|
Chief Compliance Officer of Energy Transfer Partners, L.L.C.
|
|
|
|
Thomas P. Mason
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Senior Vice President,
General Counsel and Secretary
|
|
Executive Vice President and General Counsel of LE GP, LLC
|
ETP Holdco:
|
|
|
|
|
Name and Business Address
|
|
Capacity in Which Serves
ETP Holdco
|
|
Principal Occupation
|
|
|
|
Kelcy L. Warren
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Chief Executive Officer and Director
|
|
Chairman and Chief Executive Officer and Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC
|
|
|
|
Marshall S. McCrea, III
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
President, Chief Operating Officer and Director
|
|
Group Chief Operating Officer and Chief Commercial Officer of LE GP, LLC
|
|
|
|
Thomas P. Mason
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Senior Vice President,
General Counsel, Secretary
and Director
|
|
Executive Vice President and General Counsel of LE GP, LLC
|
|
|
|
John W. McReynolds
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
President of LE GP, LLC
|
ETC M-A:
|
|
|
|
|
Name and Business Address
|
|
Capacity in Which Serves
ETC
|
|
Principal Occupation
|
|
|
|
Robert W. Owens
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Chief Executive Officer
|
|
President and Chief Executive Officer of Sunoco GP LLC
|
|
|
|
Marshall S. McCrea III
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
President and
Chief Operating Officer
|
|
Group Chief Operating Officer and Chief Commercial Officer of LE GP, LLC
|
|
|
|
Arnold D. Dodderer
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
General Counsel and Vice President
|
|
General Counsel of Sunoco, Inc.
|
Atlantic R&M:
|
|
|
|
|
Name and Business Address
|
|
Capacity in Which Serves
Atlantic R&M
|
|
Principal Occupation
|
|
|
|
Robert W. Owens
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
President and Director
|
|
President and Chief Executive Officer of Sunoco GP LLC
|
|
|
|
Cynthia A. Archer
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Vice President and Director
|
|
Executive Vice President and Chief Marketing Officer of Sunoco GP LLC
|
|
|
|
Blake Heinemann
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Vice President and Director
|
|
Executive Vice President Retail Operations East of Sunoco GP LLC
|
|
|
|
Arnold D. Dodderer
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
General Counsel and Secretary
|
|
General Counsel of Sunoco, Inc.
|
Heritage ETC GP:
|
|
|
|
|
Name and Business Address
|
|
Capacity in Which Serves
Heritage ETC GP
|
|
Principal Occupation
|
|
|
|
Kelcy L. Warren
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Chief Executive Officer
and Manager
|
|
Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC
|
|
|
|
Marshall S. McCrea, III
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
President and
Chief Operating Officer
|
|
Group Chief Operating Officer and Chief Commercial Officer of LE GP, LLC
|
|
|
|
Thomas P. Mason
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Senior Vice President,
General Counsel and Secretary
|
|
Executive Vice President and General Counsel of LE GP, LLC
|
|
|
|
Gregory F. Brazaitis
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Chief Compliance Officer
|
|
Chief Compliance Officer of Energy Transfer Partners, L.L.C.
|
ETP Retail:
|
|
|
|
|
Name and Business Address
|
|
Capacity in Which Serves
ETP Retail
|
|
Principal Occupation
|
|
|
|
Robert W. Owens
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
President and Manager
|
|
President and Chief Executive Officer of Sunoco GP LLC
|
|
|
|
Arnold D. Dodderer
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Vice President, General Counsel
and Secretary
|
|
General Counsel of Sunoco, Inc.
|
|
|
|
Karl R. Fails
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Manager
|
|
Senior Vice President, Supply and Trading of Sunoco, LLC
|
|
|
|
Boyd E. Foster
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Manager
|
|
Executive Vice President, Manufacturing and Business Development, of Sunoco GP LLC
|
Sunoco (R&M):
|
|
|
|
|
Name and Business Address
|
|
Capacity in Which Serves
Sunoco (R&M)
|
|
Principal Occupation
|
|
|
|
Robert W. Owens
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
President and Sole Director
|
|
President and Chief Executive Officer of Sunoco GP LLC
|
|
|
|
Arnold D. Dodderer
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
General Counsel and Secretary
|
|
General Counsel of Sunoco, Inc.
|
Sunoco, Inc.:
|
|
|
|
|
Name and Business Address
|
|
Capacity in Which Serves
Sunoco, Inc.
|
|
Principal Occupation
|
|
|
|
Thomas P. Mason
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director, Senior Vice President and Corporate Secretary
|
|
Executive Vice President and General Counsel of LE GP, LLC
|
|
|
|
Robert W. Owens
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Chief Executive Officer
|
|
President and Chief Operating Officer of Sunoco GP LLC
|
|
|
|
Marshall S. McCrea III
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
Group Chief Operating Officer and Chief Commercial Officer of LE GP, LLC
|
|
|
|
John W. McReynolds
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
President of LE GP, LLC
|
|
|
|
Kelcy L. Warren
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Director
|
|
Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC
|
|
|
|
Arnold D. Dodderer
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
General Counsel and
Assistant Secretary
|
|
General Counsel of Sunoco, Inc.
|
|
|
|
Christopher Curia
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Senior Vice President -
Human Resources
|
|
Executive Vice President and Chief Human Resources Officer of Energy Transfer Partners, L.L.C.
|
|
|
|
Robert M. Kerrigan
8111 Westchester Drive, Suite 600
Dallas, TX 75225
|
|
Vice President - Human Resources and Administration
|
|
Vice President - Human Resources and Administration of Energy Transfer Partners, L.L.C.
|
Sunoco (NYSE:SUN)
Historical Stock Chart
From Feb 2024 to Mar 2024
Sunoco (NYSE:SUN)
Historical Stock Chart
From Mar 2023 to Mar 2024