SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROSIER WILLIAM GRADY

(Last)

(First)

(Middle)

19003 IH-10 WEST

(Street)

SAN ANTONIO

78257

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NuStar Energy L.P. [ NS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	05/03/2024		D		49,192⁽¹⁾⁽²⁾	D	$0	0	D
Common Units	05/03/2024		D		64,715⁽³⁾	D	$0	0	I	by trust A
Common Units	05/03/2024		D		14,500⁽³⁾	D	$0	0	I	by trust B

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents units (including in respect of units underlying the NuStar Restricted Unit Awards (as defined in the Agreement and Plan of Merger (the "Merger Agreement") by and among NuStar Energy L.P., Sunoco LP, Saturn Merger Sub, LLC, Riverwalk Logistics, L.P., NuStar GP, LLC and Sunoco GP LLC, dated as of January 22, 2024)) disposed in connection with the Merger Agreement.

2. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), (a) each NuStar common unit that was outstanding immediately prior to the Effective Time converted into the right to receive 0.400 units (the Exchange Ratio) of Sunoco LP common units and, if applicable, cash in lieu of fractional units and (b) each NuStar Restricted Unit Award that was outstanding immediately prior to the Effective Time became fully vested and was cancelled and converted into the right to receive (i) a number of Sunoco LP common units equal to the product of (A) the number of NuStar common units subject to such NuStar Restricted Unit Award immediately prior to the Effective Time, multiplied by (B) 0.400 and (ii) a cash payment equal to the product of (A) the number of NuStar common units subject to such NuStar Restricted Unit Award immediately prior to the Effective Time multiplied by (B) $0.212 (the per-unit amount of the Special Distribution).

3. Represents units disposed in connection with the Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time, each NuStar common unit that was outstanding immediately prior to the Effective Time converted into the right to receive 0.400 units (the Exchange Ratio) of Sunoco LP common units and, if applicable, cash in lieu of fractional units.

	/s/ Steve Gilbert, as Attorney-in-Fact for W. Grady Rosier	05/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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