SEC FORM 4/A 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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Topper Joseph V. Jr.

(Last) (First) (Middle)
702 WEST HAMILTON STREET
SUITE 203

(Street)
ALLENTOWN PA 18101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Lehigh Gas Partners LP [ LGP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/31/2012
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)
Code V Amount (A) or (D) Price
Common Units 10/30/2012 A 40,000 A (1) 40,000 D(2)
Common Units 10/30/2012 A 8,975.4 A (1) 8,975.4 I By Spouse(2)(3)
Common Units 10/30/2012 A 487,270 A (1) 487,270 I By Energy Realty Partners LLC(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units $0.00 10/30/2012 A 84,176 (4) (4) Common Units 84,176 (1) 84,176 D(2)
Subordinated Units $0.00 10/30/2012 A 83,640 (4) (4) Common Units 83,640 (1) 83,640 I By Spouse(2)(3)
Subordinated Units $0.00 10/30/2012 A 578,062 (4) (4) Common Units 578,062 (1) 578,062 I By multiple wholly owned entities(2)(5)
Subordinated Units $0.00 10/30/2012 A 1,334,259 (4) (4) Common Units 1,334,259 (1) 1,334,259 I By Energy Realty Partners LLC(2)
Subordinated Units $0.00 10/30/2012 A 2,368,815 (4) (4) Common Units 2,368,815 (1) 2,368,815 I By Lehigh Gas Corporation(2)
Subordinated Units $0.00 10/30/2012 A 1,363,403 (4) (4) Common Units 1,363,403 (1) 1,363,403 I By Kimber Petroleum Corporation(2)
Subordinated Units $0.00 10/30/2012 A 880,933 (4) (4) Common Units 880,933 (1) 880,933 I By JVT-JMG EROP Holdings LP(2)
Explanation of Responses:
1. These Common Units and Subordinated Units were acquired pursuant to the Merger, Contribution, Conveyance and Assumption Agreement, dated October 30, 2012, entered into in connection with the closing of the Issuer's initial public offering.
2. As noted in footnote 9 to the table included in Item 12 of the Issuer's Annual Report on Form 10-K filed on March 28, 2013, the amount of the securities acquired by the reporting person and John B. Reilly, III pursuant to the contribution agreement that the reporting person, the Issuer, certain entities and Mr. Reilly entered into in connection with the Issuer's initial public offering, was subject to adjustment with respect to the reporting person's and Mr. Reilly's beneficial ownership as between certain entities owned/controlled by the reporting person and Mr. Reilly. In addition to this adjustment, the reporting person failed to report 39,170 subordinated units on the reporting person's original Form 4. The reporting person is amending the Form 4 originally filed to report the adjustment relating to the contribution agreement and to include the additional subordinated units.
3. The Reporting Person may be deemed to beneficially own Common Units and Subordinated Units beneficially owned by his spouse either directly or indirectly through MMSC-2- EROP Holdings, LLC and Energy Realty Partners LLC. The Reporting Person disclaims beneficial ownership of these Common Units and Subordinated Units except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of all of these Common Units and Subordinated Units for purposes of Section 16 or for any other purpose.
4. The Subordinated Units will convert into Common Units on a one-for-one basis at the end of the "Subordinated Period" (as defined in the Issuer's First Amended and Restated Agreement of Limited Partnership, which was attached as Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by the Issuer on October 30, 2012).
5. The Reporting Person beneficially owns these Subordinated Units through the following entities (in which the Reporting Person owns a 100% interest directly or indirectly): Blount Real Estate - EROP Holdings, LLC; JTPH - EROP Holdings, LLC; JTNY - EROP Holdings, LLC; JTSJ - EROP Holdings, LLC; JVK Topper - EROP Holdings, LLC; and Topper Petroleum - EROP Holdings, LLC.
Remarks:
/s/ Kadryn E. Lattig, Attorney-in-Fact 09/06/2013
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.