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* Macerato Frank M. (Last) (First) (Middle) 702 W. 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) Director 10% Owner X Officer (give title below) Other (specify below) GC, Secy & CCO
	3. Date of Earliest Transaction (Month/Day/Year) 03/14/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Units	03/15/2014		M		1,008(1)	A	$0.00(1)	2,258	D

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
Phantom Units	$0.00	03/15/2014		M			1,604(2)	(2)	(2)	Common Units	0	$0.00	3,254	D
Phantom Units	$0.00	03/14/2014		A		1,222(3)(4)		(3)(4)	(3)(4)	Common Units	0	$0.00	1,222	D

Explanation of Responses:

1. These common units were acquired as a result of the conversion of phantom units issued in March 2013 which vested on March 15, 2014, less any common units withheld for payment of applicable withholding taxes. Each phantom unit is the economic equivalent of one common unit.

2. The phantom units vested on March 15, 2014.

3. Phantom units will vest 33% on March 15, 2015, 33% on March 15, 2016, and 34% on March 15, 2017, and, when vested, can be converted into either cash or common units, at the discretion of the Issuer. Each phantom unit is the economic equivalent of one common unit representing a limited partner interest in Lehigh Gas Partners LP.

4. Represents phantom units under the Lehigh Gas Partners LP 2012 Incentive Plan issued to the reporting person in connection with the Issuer's annual incentive program. The number of phantom units issued was based on the value of the award to the reporting person (less any cash received) and closing price ($26.89) of the Issuer's common units on March 13, 2014, the date prior to the grant date.

Remarks:

	Kadryn E. Lattig, Attorney-in-Fact	03/18/2014
	** 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).
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