X0306 4 2016-03-31 0 0001552275 Sunoco LP SUN 0001012569 Energy Transfer Partners, L.P. 8111 WESTCHESTER DRIVE DALLAS TX 75225 0 0 1 0 Common Units 2016-03-31 4 J 0 5710922 A 6506404 I By ETP Retail Holdings, LLC Common Units 3983540 I By ETC M-A Acquisition LLC Common Units 32997724 I By ETP Holdco Corporaton and its subsidiaries On March 31, 2016, pursuant to the Contribution Agreement dated November 15, 2015, in exchange for the contribution by ETP Retail Holdings LLC, a wholly owned subsidiary of Energy Transfer Partners, L.P. ("ETP Retail") of (a) a 100% membership interest in Sunoco Retail, LLC, and (b) the remaining 68.42% membership interest in Sunoco LLC, Sunoco LP ("SUN") paid to ETP Retail approximately $2.2 billion in cash and issued to ETP Retail 5,710,922 common units representing limited partner interests of SUN. 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 Secretary 2016-04-04