Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sprague Resources Holdings LLC
   2. Issuer Name and Ticker or Trading Symbol
Sprague Resources LP [SRLP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Director by Deputization
(Last)
(First)
(Middle)
TWO INTERNATIONAL DRIVE, SUITE 200, 		 3. Date of Earliest Transaction (Month/Day/Year)
10/30/2013
(Street)

PORTSMOUTH, NH 03801		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 representing limited partner interests 10/30/2013   J(1)   1,571,970 A (1) 1,571,970 I See Footnotes (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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 representing limited partner interests (5) 10/30/2013   J(1)   10,071,970     (5)   (5) Common Units representing limited partner interests 10,071,970 (1) 10,071,970 I See Footnotes (2) (3) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sprague Resources Holdings LLC
TWO INTERNATIONAL DRIVE, SUITE 200
PORTSMOUTH, NH 03801		     X   Director by Deputization
JOHNSON ANTONIA
C/O AXEL JOHNSON AB
VILLAGANTAN 6, P.O. BOX 26008
STOLKHOLM, V7 SE-100 41		     X    

Signatures

 /s/ Paul A. Scoff, as Vice President, General Counsel, Chief Compliance Officer and Secretary of Sprague Resources Holdings LLC   11/01/2013
**Signature of Reporting Person Date
 /s/ Paul A. Scoff, as attorney-in-fact for Antonia Ax:son Johnson   11/01/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) In connection with the closing of the initial public offering of the Issuer, pursuant to that certain Contribution, Conveyance and Assumption Agreement, by and among the Issuer, Sprague Resources Holdings LLC ("Sprague Holdings") and the other parties thereto, Sprague Holdings contributed certain assets to the Issuer and received (i) 1,571,970 common units and 10,071,970 subordinated units, representing an aggregate 57.8% limited partner interest in the Issuer.
(2) This Form 4 is jointly filed by Sprague Holdings and Antonia Ax:son Johnson.
(3) As of the date of this Form 4, Sprague Holdings is indirectly controlled by Antonia Ax:son Johnson and, as such, Antonia Ax:son Johnson may be deemed to share beneficial ownership of the units beneficially owned by Sprague Holdings, but disclaims such beneficial ownership except to the extent of any pecuniary interest therein.
(4) Sprague Holdings 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 Holdings and Antonia Ax:son Johnson may be deemed a director by deputization.
(5) Each subordinated unit will convert into one common unit representing limited partner interest in the Issuer at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-175826).

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