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* Reilly John B. III (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 Officer (give title below) Other (specify below)
	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

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
Profits Interests(1)	$0.00	03/14/2014		A		1,487		(2)	(2)	Common Units	0	$0.00	1,487	D
Profits Interests(3)	$0.00	03/14/2014		A		2,045		(4)	(4)	Common Units	0	$0.00	2,045	D

Explanation of Responses:

1. Represents Profits Interests in LGP Operations LLC, a subsidiary of the Issuer, under the Lehigh Gas Partners LP 2012 Incentive Plan as non-employee director compensation for the year ended December 31, 2013. The number of Profits Interests issued was based on the closing price ($26.89) of the Issuer's common units on March 13, 2014, the date prior to the grant date. Profits Interests may be redeemed for 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).

2. Profits Interests will vest immediately and can be converted to common units or cash, at the discretion of the Issuer, on March 15 of any year beginning on March 15, 2016, as determined by the reporting person.

3. Represents the Profits Interests under the Lehigh Gas Partners LP 2012 Incentive Plan as non-employee director compensation for the year ended December 31, 2014. The number of Profits Intersts issued was based on the closing price ($26.89) of the Issuer's common units on March 13, 2014, the date prior to the grant date.

4. Profits interest units will vest on March 15, 2015, provided that the reporting person was in continuous service as a director as of December 31, 2014, and 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.

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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