X0306 4/A 2012-10-30 2012-10-31 0 0001538849 Lehigh Gas Partners LP LGP 0001556587 Topper Joseph V. Jr. 702 WEST HAMILTON STREET SUITE 203 ALLENTOWN PA 18101 1 1 0 0 Chairman of the Board Common Units 2012-10-30 4 A 0 40000 A 40000 D Common Units 2012-10-30 4 A 0 8975.4 A 8975.4 I By Spouse Common Units 2012-10-30 4 A 0 487270 A 487270 I By Energy Realty Partners LLC Subordinated Units 0.00 2012-10-30 4 A 0 84176 A Common Units 84176 84176 D Subordinated Units 0.00 2012-10-30 4 A 0 83640 A Common Units 83640 83640 I By Spouse Subordinated Units 0.00 2012-10-30 4 A 0 578062 A Common Units 578062 578062 I By multiple wholly owned entities Subordinated Units 0.00 2012-10-30 4 A 0 1334259 A Common Units 1334259 1334259 I By Energy Realty Partners LLC Subordinated Units 0.00 2012-10-30 4 A 0 2368815 A Common Units 2368815 2368815 I By Lehigh Gas Corporation Subordinated Units 0.00 2012-10-30 4 A 0 1363403 A Common Units 1363403 1363403 I By Kimber Petroleum Corporation Subordinated Units 0.00 2012-10-30 4 A 0 880933 A Common Units 880933 880933 I By JVT-JMG EROP Holdings LP These Common Units and Subordinated Units were acquired pursuant to the Merger, Contribution, Conveyance and Assumption Agreement, dated October 30, 2012, entered into in connection with the closing of the Issuer's initial public offering. As noted in footnote 9 to the table included in Item 12 of the Issuer's Annual Report on Form 10-K filed on March 28, 2013, the amount of the securities acquired by the reporting person and John B. Reilly, III pursuant to the contribution agreement that the reporting person, the Issuer, certain entities and Mr. Reilly entered into in connection with the Issuer's initial public offering, was subject to adjustment with respect to the reporting person's and Mr. Reilly's beneficial ownership as between certain entities owned/controlled by the reporting person and Mr. Reilly. In addition to this adjustment, the reporting person failed to report 39,170 subordinated units on the reporting person's original Form 4. The reporting person is amending the Form 4 originally filed to report the adjustment relating to the contribution agreement and to include the additional subordinated units. The Reporting Person may be deemed to beneficially own Common Units and Subordinated Units beneficially owned by his spouse either directly or indirectly through MMSC-2- EROP Holdings, LLC and Energy Realty Partners LLC. The Reporting Person disclaims beneficial ownership of these Common Units and Subordinated Units except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of all of these Common Units and Subordinated Units for purposes of Section 16 or for any other purpose. The Subordinated Units will convert into Common Units on a one-for-one basis at the end of the "Subordinated Period" (as defined in the Issuer's First Amended and Restated Agreement of Limited Partnership, which was attached as Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by the Issuer on October 30, 2012). The Reporting Person beneficially owns these Subordinated Units through the following entities (in which the Reporting Person owns a 100% interest directly or indirectly): Blount Real Estate - EROP Holdings, LLC; JTPH - EROP Holdings, LLC; JTNY - EROP Holdings, LLC; JTSJ - EROP Holdings, LLC; JVK Topper - EROP Holdings, LLC; and Topper Petroleum - EROP Holdings, LLC. /s/ Kadryn E. Lattig, Attorney-in-Fact 2013-09-06