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) April 23, 2015

Commission File Number: 1-14222

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	22-3410353
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

240 Route 10 West

Whippany, New Jersey 07981

(973) 887-5300

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

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:

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

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

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

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

ITEM 7.01. REGULATION FD DISCLOSURE

ITEM 8.01. OTHER EVENTS

On April 23, 2015, Suburban Propane Partners, L.P. (the “Partnership”) issued a press release (the “Press Release”) announcing its Fiscal 2015 Second Quarter Distribution Declaration. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report.

In the Press Release, the Partnership also reminded its Unitholders that the Partnership’s 2015 Tri-Annual Meeting of its Unitholders will be held on Wednesday, May 13, 2015 and that all Unitholders as of the close of business on the record date of March 16, 2015 are eligible to vote at the Tri-Annual Meeting. At the Tri-Annual Meeting, Unitholders will be asked to elect the Partnership’s Supervisors for three-year terms, to ratify the appointment of the Partnership’s independent registered public accounting firm for its 2015 fiscal year, to approve an amendment to the Partnership’s 2009 Restricted Unit Plan and to have a Say-on-Pay.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1 Press Release of Suburban Propane Partners, L.P. dated April 23, 2015, announcing the Fiscal 2015 Second Quarter Distribution Declaration.

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.

April 23, 2015	SUBURBAN PROPANE PARTNERS, L.P.
	By:	/s/ MICHAEL A. KUGLIN
	Name:	Michael A. Kuglin
	Title:	Chief Financial Officer & Chief Accounting Officer

EXHIBITS

Exhibit No.	Exhibit
99.1	Press Release of Suburban Propane Partners, L.P. dated April 23, 2015, announcing the 2015 Second Quarter Distribution Declaration.

EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE

Suburban Propane Partners, L.P. Declares Increase in

Annualized Distribution Rate to $3.55 per Common Unit

Whippany, New Jersey, April 23, 2015 — 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 its Board of Supervisors declared the 30^th increase (since the Partnership’s recapitalization in 1999) in the Partnership’s quarterly distribution from $0.8750 to $0.8875 per Common Unit for the three months ended March 28, 2015. This increased quarterly distribution rate equates to an annualized rate of $3.55 per Common Unit. The distribution at this increased rate is payable on May 12, 2015 to Common Unitholders of record as of May 5, 2015.

In announcing the increase in the quarterly distribution rate, President and Chief Executive Officer, Michael A. Stivala, said, “We are pleased to announce this increase in our annualized distribution rate to $3.55 per Common Unit. This represents an increase of $0.05 per Common Unit from the previous annualized rate, representing a growth rate of 1.4%. Since the closing of the Inergy Propane acquisition on August 1, 2012, we have focused on the execution of our detailed integration plans, we are on track to achieve the targeted synergies from the combined business and we continue to strengthen our balance sheet metrics in line with our goals. This increase reflects our confidence in the combined platform and the strength of our balance sheet. We remain firmly committed to delivering sustainable, profitable growth to our valued unitholders.”

Nominees are hereby notified that there is a withholding requirement of 39.6% for foreign partners from the $0.8875 per unit cash distribution under Section 1446 of the Internal Revenue Code.

As previously announced, the Partnership’s Tri-Annual Meeting of Unitholders is scheduled to be held at 9:00 a.m., Wednesday, May 13, 2015 at the Partnership’s headquarters in Whippany, New Jersey. All Unitholders as of the close of business on the record date of March 16, 2015 are eligible to vote at the Tri-Annual Meeting. At the Tri-Annual Meeting, Unitholders will be asked to elect the Partnership’s Supervisors for three-year terms, to ratify the appointment of the Partnership’s independent registered public accounting firm for its 2015 fiscal year, to approve an amendment to the Partnership’s 2009 Restricted Unit Plan and to have a Say-on-Pay. More information about the Tri-Annual Meeting, including how to obtain proxy materials and how to vote, can be found at http://investor.suburbanpropane.com/phoenix.zhtml?c=75495&p=proxy.

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 1.2 million residential, commercial, industrial and agricultural customers through more than 710 locations in 41 states.

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