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): September 24, 2018

SPRAGUE RESOURCES LP

(Exact name of registrant as specified in its charter)

Delaware	001-36137	45-2637964
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

185 International Drive

Portsmouth, NH 03801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 225-1560

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

(b) On September 24, 2018, Robert B. Evans notified Sprague Resources GP LLC, the general partner ("General Partner") of Sprague Resources LP (the “Partnership”), of his decision to resign from the board of directors effective as of October 1, 2018. Mr. Evan’s resignation is not the result of any disagreement with management or the board of directors related to the Partnership’s operations, policies or practices.

Mr. Evans has been a member of the board of the General Partner since October 2013 and currently serves as Chairman of the Conflicts Committee and is a member of the Audit Committee. The General Partner will be conducting a director search to fill the open board position.

Attached as Exhibit 17.1 to this Current Report on Form 8-K is a copy Mr. Evans' resignation letter dated September 25, 2018.

Item 7.01. Regulation FD Disclosure

On September 26, 2018, the Partnership issued a press release announcing that Robert B. Evans notified Sprague Resources GP LLC of his decision to resign from the board of directors of the General Partner effective as of October 1, 2018. 

Furnished as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the press release issued in connection with this announcement.   

The information furnished pursuant to this Item 7.01 shall not deemed to be "filed" for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of the Partnership under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
17.1	Correspondence on Departure of Director
99.1	Sprague Resources LP Press Release dated September 26, 2018

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.

SPRAGUE RESOURCES LP
By:	Sprague Resources GP LLC, its General Partner
By:	/s/ Paul A. Scoff
	Paul A. Scoff
	Vice President, General Counsel, Chief Compliance Officer and Secretary

Dated: September 26, 2018

EX-17.1

Exhibit 17.1

September 25, 2018

Sprague Resources GP LLC

185 International Drive

Portsmouth, NH 03801

Attn: David Glendon, President and CEO

Dear Dave,

I would like to take this opportunity to let you know that I am resigning my position as an independent director of Sprague Resources GP LLC effective October 1, 2018. The logistics and rigors of extensive travel and my many other commitments have led me to this decision. I have enjoyed my time as a director with Sprague and working with the board and management on many projects as the Company has advanced from its IPO to today. I wish you all the best in all your future endeavors.

Sincerely,

/s/ Robert Evans

Robert Evans

cc

Michael Milligan

Gary Rinaldi

Greg Harper

Beth Bowman

Ben Hennelly

Sally Sarsfield

Paul Scoff

Vanda Moore

EX-99.1

Exhibit 99.1

News Release

Investor Contact:

Susan Kelly Trahan

+1 800.225.1560

investorrelations@spragueenergy.com

Sprague Resources LP Announces Resignation of Director Robert B. Evans

Portsmouth, NH (September 26, 2018) - Sprague Resources LP (“Sprague” or the “Partnership”) (NYSE: SRLP) announced today that Robert B. Evans notified Sprague Resources GP LLC, the Partnership’s general partner (the “General Partner”), of his decision to resign from the board of directors effective as of October 1, 2018. “I have enjoyed my time as a director with Sprague and working with the board and management on many projects as the company has advanced from its IPO to today,” remarked Mr. Evans. Mr. Evans has been a member of the board of the General Partner since Sprague’s initial public offering in October 2013 and currently serves as Chairman of the Conflicts Committee and is a member of the Audit Committee.

“I would like to thank Bobby for serving on the board of the General Partner since Sprague’s IPO and for being an integral part of Sprague’s growth over the last five years” said David Glendon, President and Chief Executive Officer. “Sprague has certainly benefited from Bobby’s substantial industry insight and experience and we wish him well in his future endeavors”.

About Sprague Resources LP

Sprague Resources LP is engaged in the purchase, storage, distribution and sale of refined petroleum products and natural gas. The Partnership also provides storage and handling services for a broad range of materials. More information concerning Sprague can be found at www.spragueenergy.com.

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