SEC FORM 4/A

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Susser Sam L

(Last)

(First)

(Middle)

C/O SUSSER HOLDINGS CORPORATION

4525 AYERS STREET

(Street)

CORPUS CHRISTI

78415

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Susser Holdings CORP [ SUSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/16/2010

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	08/13/2010		P⁽¹⁾		8,000	A	$11.72	76,863⁽²⁾	D
Common Stock, par value $0.01 per share								2,263,767	I	FN⁽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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This amendment to the Form 4 filed on August 16, 2010 is filed to correct the Amount of Indirect Securities Beneficially Owned Following Reported Transaction. Column 5 in Row 2 and the accompanying footnote in Column 7 of Table I are hereby amended and Rows 3 and 4 of Table I are deleted in their entirety to make this correction. The shares acquired on August 13, 2010 were acquired in open market purchases. Average price of $11.72 is based on transactions made at the following share and price amounts: 6,346/$11.75; 410/$11.74, 16/$11.73, 300/$11.72; 200/$11.55; 200/$11.52; 112/$11.47; 300/$11.40; 100/$11.39; 16/$11.38.

2. Of the shares of common stock reflected, 30,621 shares are subject to vesting and forfeiture restrictions. 25,621 shares of the restricted stock vest over 5 years with 33 1/3% vesting on the third, fourth and fifth anniversaries of the applicable grant dates. 5,000 shares of the restricted stock vest over 3 years with 33 1/3% vesting on the first, second and third anniversary of the grant date.

3. Shares owned indirectly are held by trusts the beneficiary of which is a member of the reporting person's immediate family and the trustee of which is the reporting person.

Remarks:

	/s/ E.V. Bonner, Jr., Attorney-in-fact	11/15/2010
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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