Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Energy Transfer Partners, L.P.
   2. Issuer Name and Ticker or Trading Symbol
Sunoco LP [SUN] 		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)
3738 OAK LAWN AVE.		 3. Date of Earliest Transaction (Month/Day/Year)
07/31/2015
(Street)

DALLAS, TX 75219		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/31/2015   J(1)   79,308 D (1) 0 I By: Susser Holdings Corporation & its subsidiaries
Class A 07/31/2015   J(1)   11,018,744 A (1) 11,018,744 I By: Susser Holdings Corporation & its subsidiaries
Common Units 07/31/2015   J(2)   79,308 A (2) 4,858,330 I By: ETP Holdco Corporation and its subsidiaries

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Subordinated Units (3) 07/31/2015   J(1)     10,939,436   (3)   (3) Common Units 10,939,436 (1) 0 I By: Susser Holdings Corporation & its subsidiaries
Subordinated Units (3) 07/31/2015   J(2)   10,939,436     (3)   (3) Common Units 10,939,436 (2) 10,939,436 I By: ETP Holdco Corporation and its subsidiaries
Class B Units (4) 07/31/2015   J(2)   21,978,980     (4)   (4) Common Units 21,978,980 $ 43.99 21,978,980 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Energy Transfer Partners, L.P.
3738 OAK LAWN AVE.
DALLAS, TX 75219		     X    

Signatures

 Energy Transfer Partners, L.P, by its general partner Energy Transfer Partners GP, L.P., by its general partner Energy Transfer Partners, L.L.C., by William J. Healy, Associate General Counsel and Assistant Secretary   08/04/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On July 31, 2014, pursuant to the terms of the Contribution Agreement dated as of July 14, 2015 (the "Contribution Agreement"), Stripes LLC and Stripes No. 1009 LLC, wholly owned subsidiaries of Susser Holdings Corporation, exchanged their aggregate 79,308 Common Units for 79,308 Class A Units and converted their aggregate 10,939,436 Subordinated Units into 10,939,436 Class A Units.
(2) On July 31, 2014, pursuant to the terms of the Contribution Agreement, Heritage Holdings, Inc. and ETP Holdco Corporation acquired an aggregate of 79,308 Common Units, 10,939,436 Subordinated Units and 21,978,980 Class B Units and cash in consideration for 100% of the shares of capital stock in Susser Holdings Corporation.
(3) The Subordinated Units will convert into Common Units on a one-for-one basis at the end of the Subordination Period as described in the Issuer's Registration Statement on Form S-1 (File No. 333-182276).
(4) The Class B Units will convert, on a one-for-one basis, into Common Units on the day immediately following the record date of the Issuer's second quarter 2015 distribution.

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