Susser Holdings Corporation
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
869233 10 6
|
(CUSIP Number)
|
Wellspring Capital Partners III, L.P.
c/o Wellspring Capital Management LLC
Lever House
390 Park Avenue
New York, New York 10022
(212) 318-9800
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
July 16, 2012
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 869233 10 6
|
SCHEDULE 13D |
Page 2 of 8 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wellspring Capital Partners III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
3,124,816
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
3,124,816
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,124,816
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 869233 10 6
|
SCHEDULE 13D |
Page 3 of 8 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stripes Holdings, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
3,480,066
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
3,480,066
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,480,066
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 869233 10 6
|
SCHEDULE 13D |
Page 4 of 8 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WCM GenPar III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 869233 10 6
|
SCHEDULE 13D |
Page 5 of 8 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WCM GenPar III GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 869233 10 6
|
SCHEDULE 13D |
Page 6 of 8 Pages
|
ITEM 1.
|
SECURITY AND ISSUER
|
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER.
|
CUSIP No. 869233 10 6
|
SCHEDULE 13D |
Page 7 of 8 Pages
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
Joint Filings Agreement among the Reporting Persons with respect to the filing of this Schedule 13D.
|
CUSIP No. 869233 10 6
|
SCHEDULE 13D |
Page 8 of 8 Pages
|
WELLSPRING CAPITAL PARTNERS III, L.P.
|
|||
|
|||
By: | WCM GenPar III, L.P., its General Partner | ||
By: | WCM GenPar III GP, LLC, its General Partner | ||
By:
|
/s/ William F. Dawson, Jr.
|
||
Name: William F. Dawson, Jr.
Title: Authorized Person
|
STRIPES HOLDINGS, L.P.
|
|||
|
|||
By: | WCM GenPar III, L.P., its General Partner | ||
By: | WCM GenPar III GP, LLC, its General Partner | ||
By:
|
/s/ William F. Dawson, Jr.
|
||
Name: William F. Dawson, Jr.
Title: Authorized Person
|
WCM GENPAR III, L.P.
|
|||
|
|||
By: | WCM GenPar III GP, LLC, its General Partner | ||
By:
|
/s/ William F. Dawson, Jr.
|
||
Name: William F. Dawson, Jr.
Title: Authorized Person
|
WCM GENPAR III GP, LLC
|
|||
|
|||
By:
|
/s/ William F. Dawson, Jr.
|
||
Name: William F. Dawson, Jr.
Title: Authorized Person
|
WELLSPRING CAPITAL PARTNERS III, L.P.
|
|||
|
|||
By: | WCM GenPar III, L.P., its General Partner | ||
By: | WCM GenPar III GP, LLC, its General Partner | ||
By:
|
/s/ William F. Dawson, Jr.
|
||
Name: William F. Dawson, Jr.
Title: Authorized Person
|
STRIPES HOLDINGS, L.P.
|
|||
|
|||
By: | WCM GenPar III, L.P., its General Partner | ||
By: | WCM GenPar III GP, LLC, its General Partner | ||
By:
|
/s/ William F. Dawson, Jr.
|
||
Name: William F. Dawson, Jr.
Title: Authorized Person
|
WCM GENPAR III, L.P.
|
|||
|
|||
By: | WCM GenPar III GP, LLC, its General Partner | ||
By:
|
/s/ William F. Dawson, Jr.
|
||
Name: William F. Dawson, Jr.
Title: Authorized Person
|
WCM GENPAR III GP, LLC
|
|||
|
|||
By:
|
/s/ William F. Dawson, Jr.
|
||
Name: William F. Dawson, Jr.
Title: Authorized Person
|