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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Dewbre Rocky (Last) (First) (Middle) C/O SUSSER HOLDINGS CORPORATION 4525 AYERS STREET (Street) CORPUS CHRISTI TX 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) Director 10% Owner X Officer (give title below) Other (specify below) EVP & President/CEO Wholesale
	3. Date of Earliest Transaction (Month/Day/Year) 08/29/2014
	4. If Amendment, Date of 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

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 Stock, par value $0.01 per share	08/29/2014		D		7,018(1)	D	(2)	112,053(3)	D
Common Stock, par value $0.01 per share	08/29/2014		D		112,053	D	(4)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. All of the shares represent restricted stock units subject to vesting and forfeiture restrictions.

2. Pursuant to merger agreement, these restricted stock units became fully vested and were converted into the right to receive an amount in cash equal to the product of the number of shares of Common Stock subject the award multiplied by $81.72

3. Of the shares of Common Stock reflected, 3,680 shares represent restricted stock subject to vesting and forfeiture conditions.

4. Disposed of pursuant to merger agreement (the "merger agreement") between issuer and Energy Transfer Partners, L.P. (NYSE: ETP). Pursuant to the merger agreement, stockholders of the Issuer received, for each share of Common Stock they owned as of immediately prior to the merger, a combination of $40.125 in cash and 0.7253 of an ETP common unit (the "standard mix"). Instead of the standard mix, stockholders could elect to receive $80.25 in cash or to receive 1.4506 ETP common units, for each share of Common Stock owned immediately prior to the merger, subject to potential proration per the terms of the merger agreement.

Remarks:

	/s/ Mary E. Sullivan, Attorney-in-Fact	09/03/2014
	** 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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