8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

Date of Report (Date of Earliest Event Reported):

October 12, 2016

Commission file number: 001-35653

SUNOCO LP

(Exact name of registrant as specified in its charter)

Delaware	30-0740483
(State or other jurisdiction of  incorporation or organization)	(IRS Employer  Identification No.)
8020 Park Lane, Suite 200 Dallas, TX 75231 (Address of principal executive offices, including zip codes)

Registrant’s telephone number, including area code: (832) 234-3600

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 7.01. Regulation FD Disclosure.

On October 12, 2016, Sunoco LP issued a press release announcing the completion of its previously announced acquisition of the convenience store, wholesale motor fuel distribution, and commercial fuels distribution business from Denny Oil Company.

A copy of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

Exhibit Number		Exhibit Description
	99.1	News Release of Sunoco LP, dated October 12, 2016.

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.

	SUNOCO LP
	By:	Sunoco GP LLC, its general partner
Date: October 12, 2016	By:	/s/ Leta McKinley
		Leta McKinley
		Vice President, Controller and Principal Accounting Officer

EX-99.1

Exhibit 99.1

News Release

Sunoco LP Completes the Acquisition of the Convenience Store and Wholesale Fuel Distribution Business from Denny Oil

DALLAS, October 12, 2016 - Sunoco LP (NYSE: SUN) (“Sunoco”) announced today that one of its wholly owned subsidiaries completed the acquisition of the retail convenience store assets and wholesale fuel business from Denny Oil for approximately $53 million.This acquisition includes six company-operated locations and wholesale fuel supply contracts for a network of approximately 120 independent dealer-owned and dealer-operated locations and a commercial fuels business in the Eastern Texas and Louisiana markets. The business distributes approximately 90 million gallons of retail and wholesale fuel annually. This acquisition strengthens, and in some cases establishes, Sunoco's existing convenience store and wholesale fuel distribution business in East Texas and Louisiana. This transaction was funded using amounts available under Sunoco's revolving credit facility and is expected to be immediately accretive to Sunoco with respect to distributable cash flow.

About Sunoco LP

Sunoco LP (NYSE: SUN) is a master limited partnership that operates approximately 1,340 retail fuel sites and convenience stores (including APlus, Stripes, Aloha Island Mart and Tigermarket brands) and distributes motor fuel to convenience stores, independent dealers, commercial customers and distributors located in more than 30 states at approximately 6,900 sites. Our parent -- Energy Transfer Equity, L.P. (NYSE: ETE) -- owns Sunoco's general partner and incentive distribution rights.

Cautionary Statement Relevant to Forward-Looking Information

This press release includes forward-looking statements regarding future events. These forward-looking statements are based on Sunoco’s current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements. For a further discussion of these risks and uncertainties, please refer to the “Risk Factors” section of Sunoco’s most recently filed annual report on Form 10-K and in other filings made by Sunoco with the Securities and Exchange Commission. While Sunoco may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, even if new information becomes available.

Investor Contacts

Scott Grischow

Senior Director - Investor Relations and Treasury

(469) 646-1188, scott.grischow@sunoco.com

Patrick Graham

Senior Analyst - Investor Relations and Finance

(469) 646-1328, patrick.graham@sunoco.com

Media Contact

Jeff Shields

Communications Manager

(215) 977-6056, jeff.shields@sunoco.com

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