SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Sprague HP Holdings LLC (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/28/2021	3. Issuer Name and Ticker or Trading Symbol Sprague Resources LP [ SRLP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common units representing limited partner interests	1,375,000	I	See Footnotes(1)(3)(4)
Common units representing limited partner interests	18,173,849	I	See Footnotes(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Sprague HP Holdings LLC (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Hartree Bulk Storage, LLC (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* HP Bulk Storage Manager, LLC (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Hartree Partners, LP (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Hartree Partners GP, LLC (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. Represents 1,375,000 common units owned directly by Hartree Bulk Storage, LLC ("Hartree Bulk Storage"). HP Bulk Storage Manager, LLC is the managing member of Hartree Bulk Storage.

2. Represents 18,173,849 common units owned directly by Sprague HP Holdings, LLC ("Sprague HP Holdings" and, together with Hartree Bulk Storage, the "Hartree Direct Holders"). Hartree Partners, LP ("Hartree LP") is the sole member of Sprague HP Holdings, and Hartree Partners GP, LLC is the general partner of Hartree LP.

3. Each of the Reporting Persons may be deemed to be a member of a "group" for purposes of Section 13(d) of The Securities Exchange Act of 1934. Each of the Reporting Persons (other than the Hartree Direct Holders, to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Hartree Direct Holders, as applicable, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Hartree Direct Holders to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Remarks:

Sprague HP Holdings, LLC has the right to appoint all of the directors of the Board of Directors of Sprague Resources GP LLC, the general partner of the Issuer. Therefore, each of Sprague HP Holdings, LLC, Hartree Partners, LP and Hartree Partners GP, LLC may be deemed a director by deputization. Hartree Bulk Storage, LLC and HP Bulk Storage Manager, LLC may each be deemed a member of a 10% owner group.

	SPRAGUE HP HOLDINGS, LLC, By: HARTREE PARTNERS, LP, its: Sole Member, By: HARTREE PARTNERS GP, LLC, its: General Partner, /s/ Stephen M. Hendel, Authorized Signatory	05/28/2021
	HARTREE BULK STORAGE, LLC, By: HP BULK STORAGE MANAGER, LLC, its: Managing Member, /s/ Stephen M. Hendel, Authorized Signatory	05/28/2021
	HP BULK STORAGE MANAGER, LLC, By: /s/ Stephen M. Hendel, Authorized Signatory	05/28/2021
	HARTREE PARTNERS, LP, By: HARTREE PARTNERS GP, LLC, its: General Partner, /s/ Stephen M. Hendel, Authorized Signatory	05/28/2021
	HARTREE PARTNERS GP, LLC, By: /s/ Stephen M. Hendel, Authorized Signatory	05/28/2021
	** 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 5 (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.