8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2010

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-14222	22-3410353
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

240 Route 10 West, Whippany, New Jersey	07981
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 887-5300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Suburban Propane Partners, L.P. (the “Partnership”) today announced that the Compensation Committee of its Board of Supervisors (the “Board”) recently adopted an Equity Holding Policy which establishes guidelines for the level of Partnership equity holdings that members of the Board and executive management are expected to maintain. The Equity Holding Policy can be accessed through a link on the Partnership’s web site at www.suburbanpropane.com under the Investors section.

The foregoing description of the Equity Holding Policy is qualified in its entirety by the full text of the Policy, which is filed as Exhibit 99.1 to this Current Report and incorporated herein by reference.

A copy of the Partnership’s Press Release, dated May 7, 2010 has been furnished as Exhibit 99.2 to this Current Report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1	Equity Holding Policy for Supervisors and Executives of Suburban Propane Partners, L.P.
99.2	Press Release of Suburban Propane Partners, L.P. dated May 7, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUBURBAN PROPANE PARTNERS, L.P.
By:	/s/ PAUL ABEL
	Name:	Paul Abel
	Title:	Vice President, General Counsel & Secretary

Date: May 10, 2010

EXHIBITS

99.1	Equity Holding Policy for Supervisors and Executives of Suburban Propane Partners, L.P.
99.2	Press Release of Suburban Propane Partners, L.P. dated May 7, 2010

EX-99.1

Exhibit 99.1

Suburban Propane Partners, L.P.
Equity Holding Policy for Supervisors and Executives

Suburban Propane Partners, L.P., and its affiliates, collectively referred to herein as the “Partnership”, partially compensates its Supervisors and Executives with equity-based awards under the Partnership’s Restricted Unit Plans (collectively referred to herein as the “RUP”). Utilizing equity as an integral component of its compensation program is an expression of the Partnership’s goal of aligning its Supervisors’ and its Executives’ economic interests with those of its Common Unitholders. In accord with this goal, Supervisors and Executives are expected to maintain a significant long-term equity interest in the Partnership. This Equity Holding Policy establishes the guidelines for the levels of equity Holdings (as defined below) that Supervisors and Executives are expected to maintain.

1. Effective Date: The effective date of this policy is April 22, 2010. The first Measurement Date (as defined below) shall be January 3, 2011.

2. Covered Individuals. The following individuals are covered by this Equity Holding Policy: the Partnership’s Supervisors, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, any employee serving as a Managing Director, Assistant Vice President, Vice President, Senior Vice President or Executive Vice President, and any person hereafter holding a position with equivalent responsibilities to one or more of the foregoing positions, regardless of how designated.

3. General Rule. During the period that a Covered Individual is employed by the Partnership (or serves on its Board of Supervisors), that Covered Individual is required to maintain Holdings in the Partnership with a Value (calculated as defined below) equal to the following multiple of base salary, as applicable:

Position	Amount
Member of the Board of Supervisors	2 x Annual Fee
Chief Executive Officer	5 x Base Salary
President	5 x Base Salary
Chief Operating Officer	3 x Base Salary
Chief Financial Officer	3 x Base Salary
Executive Vice President	3 x Base Salary
Senior Vice President	2.5 x Base Salary
Vice President	1.5 x Base Salary
Assistant Vice President	1 x Base Salary
Managing Director	1 x Base Salary

If a Covered Individual holds more than one position in the above table, he or she need only comply with the Holding requirement of the position with the highest applicable multiple.

4. Value. In order to calculate the Value of a Covered Individual’s Holdings, the total number of units in the Covered Individual’s Holdings as of the Measurement Date shall be multiplied by the per-unit value as of that Measurement Date. The per-unit value shall be defined as the average of the Partnership’s Common Unit closing prices for the twenty business days preceding the Measurement Date.

5. Holdings. The Holdings of a Covered Individual include all of the following:

I.	Common Units owned outright (whether certificated, book-entry, or held in street name), including shares owned jointly with a spouse (including domestic partners under state law).
II.	Common Units owned (whether certificated, book-entry, or held in street name) separately by a spouse (including domestic partners under state law) and/or children under the age of 21 that share the Covered Individual’s household.
III.	Common Units held in the Covered Individual’s individual retirement account.
IV.	Common Units held in a private foundation or charitable trust, in each case established by the Covered Individual and where the Covered Individual serves as a trustee or director.
V.	Unvested RUP grants held by the Covered Individual.

Compliance with this Equity Holding Policy will be measured annually on the first business day following January 1^st of each year (the “Measurement Date”). As soon as practical following each Measurement Date, the CEO will report on the status of compliance with this policy by all Covered Individuals to the Compensation Committee of the Board at its next meeting.

6. Time to Comply. Current Supervisors and Executives who are Covered Individuals on the Effective Date of this policy shall be in compliance with this policy as soon as practical but no later than the first Measurement Date provided for above. Newly elected Supervisors, new hires who become Covered Individuals upon commencement of their employment with the Partnership, and persons promoted to a position which makes them Covered Individuals (or which increases their applicable multiple pursuant to the table in Paragraph 3 above) shall be in compliance with this policy as soon as practical but no later than the Measurement Date next following the second anniversary of the date upon which such Covered Individual became subject to this policy. If a Supervisor’s fees are increased, or if an Executive receives a base salary increase, such Covered Individuals shall adjust their equity holding levels accordingly by the Measurement Date next following the sixth month anniversary of the effective date of such increase. Covered Individuals are expected to make steady progress towards meeting the applicable Holdings requirement throughout the periods referred to above.

7. Impact of Falling Below the Equity Holdings Guidelines. If on any Measurement Date it is determined that a Covered Individual’s Holdings have fallen below the applicable Value level specified above, that Covered Individual will have until the next Measurement Date to cure the deficiency. While the deficiency remains, that Covered Individual is not permitted to sell or transfer Partnership Common Units. If the deficiency has not been cured by the next Measurement Date, the Compensation Committee of the Board will take such actions as the Committee believes appropriate, in its discretion.

8. Exceptions. Other than for situations deemed to be hardship cases by the Compensation Committee of the Board or a significant drop in the trading price of the Partnership’s Common Units as described below, there will be no exceptions to this policy. Hardship cases include those situations in which compliance with this policy would place a severe financial hardship on a Covered Individual or prevent a Covered Individual from complying with a court order, such as in the case of a divorce settlement. Once the Committee determines that a hardship case exists, the Covered Individual will work with the Partnership’s Senior Vice President (or other person designated by the Committee) to develop an alternative equity holding policy that reflects the intention of the equity ownership guidelines contained herein, taking into account the hardship situation. Additionally, under circumstances in which the trading price of the Partnership’s Common Units has dropped by more than 50% between one Measurement Date and the next for reasons beyond the Partnership’s reasonable control, the Senior Vice President (or other person designated by the Committee) will develop an alternative equity holding policy for all Covered Individuals. Any alternative equity holding policy proposed under this paragraph shall be subject to the approval of the Compensation Committee of the Board.

9. SEC Compliance. These guidelines do not replace any of the other applicable policies or rules for compliance with U.S. securities laws.

10. Amendment. The Compensation Committee of the Board shall administer, and may amend, this policy and grant hardship exceptions at its discretion.

EX-99.2

Exhibit 99.2

News Release
Contact: Michael Stivala
Chief Financial Officer
P.O. Box 206, Whippany, NJ 07981-0206
Phone: 973-503-9252

FOR IMMEDIATE RELEASE

Suburban Propane Partners, L.P.
Adopts Equity Holding Policy

Whippany, New Jersey, May 7, 2010 — Suburban Propane Partners, L.P. (NYSE:SPH), a nationwide distributor of propane, fuel oil and related products and services, as well as a marketer of natural gas and electricity, today announced that the Compensation Committee of its Board of Supervisors (the “Board”) recently adopted an Equity Holding Policy which establishes guidelines for the level of Partnership equity holdings that members of the Board and executive management are expected to maintain. The Equity Holding Policy can be accessed through a link on the Partnership’s web site at www.suburbanpropane.com under the Investors section.

In announcing the adoption of the new policy, President and Chief Executive Officer Michael J. Dunn, Jr., said, “Equity compensation has historically been a key component of our executive compensation. This new policy is intended to align the long-term interests of our Supervisors and executives with the interests of our unitholders through mandatory retention of a certain level of equity holdings in the Partnership. At the same time, this new policy provides clear guidance to Supervisors and executives who may want to diversify their personal investment portfolios for reasons such as tax or estate planning.”

Suburban Propane Partners, L.P. is a publicly-traded master limited partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban has been in the customer service business since 1928. The Partnership serves the energy needs of approximately 850,000 residential, commercial, industrial and agricultural customers through more than 300 locations in 30 states.

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