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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 		 
OMB APPROVAL
OMB Number: 3235-0287
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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).
1. Name and Address of Reporting Person*
Sheaffer David A.
(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)
Chief Accounting Officer
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 622(1) A $0.00(1) 622 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 990(2) (2) (2) Common Units 0 $0.00 2,010 D
Profits Interests $0.00 03/14/2014 A 726(3)(4) (3)(4) (3)(4) Common Units 0 $0.00 726 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. Profits Interests 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 (on a basis that is no greater than one common unit of the Issuer (or cash equivalent) for each Profits Interest), no earlier than March 15 of any year beginning on March 15, 2016, as determined by the reporting person.
4. Represents Profits Interests under the Lehigh Gas Partners LP 2012 Incentive Plan issued to the reporting person in connection with the Issuer's 2013 annual incentive program. The number of Profits Interests 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).
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.
David A Sheaffer
702 W. Hamilton Street
Allentown, PA  18101



March 17, 2014




Securities and Exchange Commission
450 5th Street N.W.
Washington, DC 20549

Attention:  Filing Desk

RE:  Lehigh Gas Partners LP (LGP)

To Whom It May Concern

As permitted by instruction 7 of Form 3, Form 4, and Form 5, I hereby authorize
Frank Macerato, Michelle Henriquez, and Kadryn Lattig, severally and not
jointly, to sign and file on my behalf any Forms 3, 4 or 5 that I am required to
file with respect to the securities of Lehigh Gas Partners LP.

I acknowledge that neither Frank Macerato, Michelle Henriquez, nor Kadryn
Lattig, is assuming any of my responsibilities to comply with Section 16 of the
Securities Exchange Act.

						Sincerely

						/s/ David A. Sheaffer
						David A. Sheaffer