X0306 4 2016-02-29 0 0001362705 Sanchez Production Partners LP SPP 0001231922 SANCHEZ ANTONIO R III 1000 MAIN STREET, SUITE 3000 HOUSTON TX 77002 1 0 0 0 Common Units 2016-02-29 4 A 0 58363 13.21 A 58363 I By SP Holdings, LLC Common Units 2016-02-29 4 J 0 58363 0 D 0 I By SP Holdings, LLC Common Units 54804 D Common Units 35320 I By Sanchez Oil & Gas Corporation Common Units 19602 I By 1988 Trust #11 Represents an anticipated distribution to SP Holdings, LLC ("SP Holdings") of 58,363 Issuer common units on or before March 14, 2016 pursuant to the Amended and Restated Shared Services Agreement, by and between Issuer and SP Holdings, dated March 6, 2015, and an anticipated concurrent distribution by SP Holdings of all 58,363 common units to its sole member, SP Capital Holdings, LLC ("SP Capital"), for no consideration, and an anticipated concurrent distribution by SP Capital of (i) 53,986 common units to its members on a pro rata basis and for no consideration (including the 14,036 common units to be distributed to Antonio R. Sanchez, III), resulting in exempt distributions under Rule 16a-9 and/or Rule 16a-13 of 58,363 common units to SP Capital and 53,986 common units from SP Capital to the members of SP Capital, including Antonio R. Sanchez, III, and (ii) the remaining 4,377 units to one individual. These common units will be owned directly by SP Holdings. SP Holdings is owned and controlled by its sole member, SP Capital. SP Capital is managed by Antonio R. Sanchez, III and other members of the Sanchez family. Antonio R. Sanchez, III may be deemed to share voting and dispositive power over the securities controlled by SP Capital. Antonio R. Sanchez, III disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Antonio R. Sanchez, III of the reported securities for purposes of Section 16 or any other purpose. These securities are owned directly by Sanchez Oil & Gas Corporation ("SOG"). SOG is managed by Antonio R. Sanchez, III and other members of the Sanchez family. Antonio R. Sanchez, III shares voting and dispositive power over the securities controlled by SOG. Antonio R. Sanchez, III disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose. These common units are owned directly by 1988 Trust #11 ("Trust 11"). Antonio R. Sanchez, III is a co-trustee, along with A. R. Sanchez, Jr., and beneficiary of Trust 11. Antonio R. Sanchez, III may be deemed to share voting and dispositive power over the common units held by Trust 11. Antonio R. Sanchez, III disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Antonio R. Sanchez, III of the reported securities for purposes of Section 16 or any other purpose. /S/ Antonio R. Sanchez, III 2016-03-02