SRLP / Sprague Resources LP - Unit - Depositi SEC, Relazione annuale, dichiarazione di delega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36137 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 3) SPRAGUE RESOURCES LP (Name of Issuer) Sprague Resources LP Sprague Resources GP LLC Sprague HP Holdings LLC Sp

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission F

Sprague Resources LP Announces Closing of Merger with Hartree Affiliate and Delisting of Its Common Units

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Announces Closing of Merger with Hartree Affiliate and Delisting of Its Common Units Portsmouth, N.H., November 1, 2022 ? Sprague Resources LP (the ?Partnership? or ?Sprague?) today announced that the transaction contemplated by the Agreement and Plan of Merger dated June

SRLP / Sprague Resources LP / Sprague HP Holdings LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Sprague Resources LP (Name of Issuer) Common Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) Stephen Hendel Managing Director Hartree Partners GP, LLC 1185 Ave of the Americas, New York, NY 10036 (212) 536-8430 (Nam

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 14, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Sprague Resources LP Announces Anticipated Closing Date of Merger with Hartree Affiliate and Intention to Delist Its Common Units

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Announces Anticipated Closing Date of Merger with Hartree Affiliate and Intention to Delist Its Common Units Portsmouth, N.H., October 21, 2022 ? Sprague Resources LP (the ?Partnership?) (NYSE: SRLP) today announced that it has notified the New York Stock Exchange (?NYSE?

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission F

Sprague Resources LP Announces Amendment to Merger Agreement with Hartree Partners and New Anticipated Closing Timing

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Announces Amendment to Merger Agreement with Hartree Partners and New Anticipated Closing Timing Portsmouth, N.H., August 31, 2022 ? Sprague Resources LP (the ?Partnership?) (NYSE: SRLP) today announced that it has entered into an amendment (the ?Amendment?) to the agreem

Presentation materials prepared by Jefferies LLC, dated August 26, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.

Exhibit (c)(8) CONFIDENTIAL Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials August 26, 2022 / Confidential Jefferies LLC Member SIPC CONFIDENTIAL Jefferies LLC August 2022 / SRLP is Outperforming Management?s Base Case Financial Forecast Comparison of FY2022 Financial Projections vs.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 2) SPRAGUE RESOURCES LP (Name of Issuer) Sprague Resources LP Sprague Resources GP LLC Sprague HP Holdings LLC Sp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fi

Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 31, 2022, by and among Sprague HP Holdings, LLC, Sparrow HP Merger Sub, LLC, Sprague Resources LP and Sprague Resources GP LLC (incorporated herein by reference to Exhibit 2.1 of Sprague Resources LP’s Current Report on Form 8-K filed September 2, 2022 (File No. 001-36137)).

Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of August 31, 2022 (this ?Amendment?), is entered into by and among Sprague HP Holdings, LLC, a Delaware limited liability company and sole member of Merger Sub (?Parent?), Sparrow HP Merger Sub, LLC, a Delaware limited liability company (?Merger Sub?

dated May 19, 2020, among Sprague Operating Resources LLC, as U.S.

Exhibit 10.1 EXECUTION VERSION USActive 58084637.12 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 2, 2022 (this ?Amendment?), by and among SPRAGUE OPERATING RESOURCES LLC (the ?U.S. Borrower?), KILDAIR SERVICE ULC (?Kildair? or the ?Canadian Borrower? and, together with the U.S. Borrower, the ?

SRLP / Sprague Resources LP / Sprague HP Holdings LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Sprague Resources LP (Name of Issuer) Common Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) Stephen Hendel Managing Director Hartree Partners GP, LLC 1185 Ave of the Americas, New York, NY 10036 (212) 536-8430 (Name, Address

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fi

Sprague Resources LP Announces Anticipated Closing Date of Merger with Hartree Affiliate and Intention to Delist Its Common Units

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Announces Anticipated Closing Date of Merger with Hartree Affiliate and Intention to Delist Its Common Units Portsmouth, N.H., August 19, 2022 ? Sprague Resources LP (the ?Partnership?) (NYSE: SRLP) today announced that it has notified the New York Stock Exchange (?NYSE?)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

Agreement and Plan of Merger, dated as of June 2, 2022, by and among Sprague HP Holdings, LLC, Sparrow HP Merger Sub, LLC, Sprague Resources LP and Sprague Resources GP LLC (incorporated herein by reference to Annex A of the Information Statement).

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? ? Definitive Information Statement ?

Sprague Resources LP Reports Second Quarter 2022 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports Second Quarter 2022 Results Portsmouth, N.H., August 4, 2022 ? Sprague Resources LP (?Sprague?) (NYSE: SRLP) today reported its financial results for the second quarter ended June 30, 2022. Second Quarter 2022 Highlights ?Net sales were $1,278.3 million for the se

Agreement and Plan of Merger, dated June 2, 2022, by and among Sprague Resources LP, Sprague Resources GP LLC, Sprague HP Holdings, LLC, and Sparrow HP Merger Sub, LLC (incorporated by reference to Exhibit 2.1 of Sprague Resources LP’s Current Report on Form 8-K filed June 2, 2022 (File No. 001-36137).

Exhibit 2.2 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 2, 2022 BY AND AMONG SPRAGUE HP HOLDINGS, LLC, SPARROW HP MERGER SUB, LLC, SPRAGUE RESOURCES LP, AND SPRAGUE RESOURCES GP LLC TABLE OF CONTENTS ARTICLE I Defined Terms; Construction 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 11 ARTICLE II The Merger 13 Section 2.1 The Merger and Surviving Entity 13 Section 2.2 Closing 13 Section

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 1) SPRAGUE RESOURCES LP (Name of Issuer) Sprague Resources LP Sprague Resources GP LLC Sprague HP Holdings LLC Sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36137 Spr

Presentation materials prepared by Jefferies LLC, dated March 3, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.

Exhibit (c)(2) Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials March 3, 2022 / Confidential Jefferies LLC Member SIPC Jefferies LLC March 2022 / Disclaimer The following pages contain materials provided to the Conflicts Committee of the Board of Directors (the ?Committee?) of Sprague Resources GP LLC , the general partner of Sprague Resources, LP (?SRLP?), by Jefferies LLC (?Jefferies?) in connection with a potential transaction involving SRLP and Hartree Partners, LP (?Hartree?).

Presentation materials prepared by Jefferies LLC, dated March 10, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.

Exhibit (c)(3) Presentation to the Conflicts Committee of Sprague Resources GP LLC Weekly Update Call March 10, 2022 / Confidential Jefferies LLC Member SIPC Jefferies LLC March 2022 / Weekly Update Call Agenda March 10, 2022 ? General Process Update: ? Jefferies ? Latham ? Diligence Update: ? Follow-up diligence requests submitted by Latham on Thursday, March 3rd ? Board books and MD&A have been

Presentation materials prepared by Evercore L.L.C., dated May 14, 2022, for each of the Hartree Filing Parties on a non-reliance basis.

Exhibit (c)(8) Discussion Materials May 14, 2022 These materials have been prepared by Evercore Group L.

Materials prepared by PricewaterhouseCoopers LLP, dated March 25, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.

Exhibit (c)(9) Notwithstanding anything to the contrary in Client's executed engagement letter, you have no obligation of confidentiality with respect to any portion of any materials, advice or deliverables to the extent they concern the tax structure or tax treatment of any transaction.

Presentation materials prepared by Jefferies LLC, dated March 25, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.

Exhibit (c)(4) Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials March 25, 2022 / Confidential Jefferies LLC Member SIPC Jefferies LLC March 2022 / Disclaimer The following pages contain materials provided to the Conflicts Committee of the Board of Directors (the ?Committee?) of Sprague Resources GP LLC , the general partner of Sprague Resources, LP (?SRLP?), by Jefferies LLC (?Jefferies?) in connection with a potential transaction involving SRLP and Hartree Partners, LP (?Hartree?).

SUBSIDIARIES OF SPRAGUE RESOURCES LP

? Exhibit 21.1? SUBSIDIARIES OF SPRAGUE RESOURCES LP Name ? ? State or Other Jurisdiction of Incorporation ? ? Percent of Ownership ? Sprague Operating Resources LLC ? ? Delaware ? ? ? ? 100% ? ? Sprague Energy Solutions Inc. ? ? Delaware ? ? ? ? 100% ? ? Sprague Connecticut Properties LLC ? ? Delaware ? ? ? ? 100% ? ? Sprague Terminal Services LLC ? ? Delaware ? ? ? ? 100% ? ? Sprague Co-op Membe

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Table 1?Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 127,098,277 (1) 0.

Presentation materials prepared by Jefferies LLC, dated April 29, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.

Exhibit (c)(6) Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials April 29, 2022 / Confidential Jefferies LLC Member SIPC Jefferies LLC April 2022 / Disclaimer The following pages contain materials provided to the Conflicts Committee of the Board of Directors (the ?Committee?) of Sprague Resources GP LLC , the general partner of Sprague Resources, LP (?SRLP?), by Jefferies LLC (?Jefferies?) in connection with a potential transaction involving SRLP and Hartree Partners, LP (?Hartree?).

Presentation materials prepared by Jefferies LLC, dated March 29, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.

Exhibit (c)(5) Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials March 29, 2022 / Confidential Jefferies LLC Member SIPC Jefferies LLC March 2022 / Financial Model Assumptions Summary Key Points ? Sprague provided Jefferies with financial projections reflecting Management?s ?Base Case? view of the business ? Sprague also provided project-level financial proje

Presentation materials prepared by Jefferies LLC, dated June 2, 2022, for the Conflicts Committee of the Board of Directors of Sprague Resources GP LLC.

Exhibit (c)(7) Presentation to the Conflicts Committee of Sprague Resources GP LLC Discussion Materials June 2, 2022 / Confidential Jefferies LLC Member SIPC Jefferies LLC June 2022 / Disclaimer The following pages contain materials provided to the Conflicts Committee of the Board of Directors (the ?Committee?) of Sprague Resources GP LLC (the ?General Partner?), the general partner of Sprague Resources LP (?Sprague?), by Jefferies LLC (?Jefferies?) in connection with the Committee?s consideration of the proposal by Hartree Partners, LP (?Hartree?) to acquire all of the outstanding Common Units of Sprague not owned by Hartree or its affiliates.

Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) SPRAGUE RESOURCES LP (Name of Registrant as Specified In Its Charter) Table 1: Transaction Valuation

? Exhibit 107? Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) SPRAGUE RESOURCES LP (Name of Registrant as Specified In Its Charter) Table 1: Transaction Valuation ? ? ? Proposed Maximum Aggregate Value of Transaction ? ? Fee Rate ? ? Amount of Filing Fee ? Fees to Be Paid ? ? ? $ 127,098,277 ? ? ? ? ? 0.

Information Statement of Sprague Resources LP (the “Information Statement”) (incorporated herein by reference to the Partnership’s Schedule 14C filed concurrently with the SEC).

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? ? Definitive Information Statement ?

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. ) SPRAGUE RESOURCES LP (Name of Issuer) Sprague Resources LP Sprague Resources GP LLC Sprague HP Holdings LLC Spa

SRLP / Sprague Resources LP / Sprague HP Holdings LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Sprague Resources LP (Name of Issuer) Common Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) Stephen Hendel Managing Director Hartree Partners GP, LLC 1185 Ave of the Americas, New York, NY 10036 (212) 536-8430 (Name, Address

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Agreement and Plan of Merger, dated as of June 2, 2022, by and among Sprague HP Holdings, LLC, Sparrow HP Merger Sub, LLC, Sprague Resources LP and Sprague Resources GP LLC (incorporated herein by reference to Annex A of the Information Statement).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 2, 2022 BY AND AMONG SPRAGUE HP HOLDINGS, LLC, SPARROW HP MERGER SUB, LLC, SPRAGUE RESOURCES LP, AND SPRAGUE RESOURCES GP LLC TABLE OF CONTENTS ARTICLE I Defined Terms; Construction 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 11 ARTICLE II The Merger 13 Section 2.1 The Merger and Surviving Entity 13 Section 2.2 Closing 13 Section

Sprague Resources Announces Agreement to be Acquired by Hartree Partners

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources Announces Agreement to be Acquired by Hartree Partners PORTSMOUTH, N.H., June 2, 2022 - Sprague Resources LP (?Sprague?) (NYSE: SRLP) today announced that it has entered into a definitive agreement and plan of merger (the ?Agreement?) pursuant to which an affiliate of Hartre

Sprague Resources LP Reports First Quarter 2022 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports First Quarter 2022 Results Portsmouth, N.H., May 5, 2022 ? Sprague Resources LP (?Sprague?) (NYSE: SRLP) today reported its financial results for the first quarter ended March 31, 2022. First Quarter 2022 Highlights ?Net sales were $1,813.3 million for the first q

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36137 Sp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

Second Amendment, dated April 13, 2022, to Second Amended and Restated Credit Agreement, dated May 19, 2020, among Sprague Operating Resources LLC, as U.S. Borrower, Kildair Service ULC, as Canadian Borrower, the several lenders parties thereto, MUFG Bank Ltd., as administrative agent, the co-syndication agents, the co-collateral agents and the co-documentation agents party thereto.

EXECUTION VERSION USActive 57685479.10 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 13, 2022 (this ?Amendment?), by and among SPRAGUE OPERATING RESOURCES LLC (the ?U.S. Borrower?), KILDAIR SERVICE ULC (?Kildair? or the ?Canadian Borrower? and, together with the U.S. Borrower, the ?Borrowers?), t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36137 Sprague Resour

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF SPRAGUE RESOURCES LP Name State or Other Jurisdiction of Incorporation Percent of Ownership Sprague Operating Resources LLC Delaware 100% Sprague Energy Solutions Inc. Delaware 100% Sprague Connecticut Properties LLC Delaware 100% Sprague Terminal Services LLC Delaware 100% Sprague Co-op Member LLC Delaware 100% Sprague Transport LLC Pennsylvania 100% Sprague Energy LL

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Sprague Resources LP Reports Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports Fourth Quarter and Full Year 2021 Results Portsmouth, N.H., March 3, 2022 ? Sprague Resources LP (?Sprague?) (NYSE: SRLP) today reported its financial results for the fourth quarter and twelve months ended December 31, 2021. Fourth Quarter 2021 Highlights ?Net sal

Hartree Partners, LP 1185 Avenue of the Americas, 9th Floor New York, NY USA 10036

EXHIBIT 5 Hartree Partners, LP 1185 Avenue of the Americas, 9th Floor New York, NY USA 10036 January 11, 2022 Board of Directors Sprague Resources GP LLC 185 International Drive Portsmouth, New Hampshire 03801 Re: Proposal to Acquire All Outstanding Publicly Held Common Units Representing Limited Partner Interests in Sprague Resources LP Ladies and Gentlemen: On behalf of Hartree Partners, LP (?Ha

Sprague Resources Announces Receipt of Proposal to Acquire All of its Outstanding Common Units

Exhibit 99.1 News Release Investor Contact: Paul A. Scoff +1 800.225.1560 [email protected] Sprague Resources Announces Receipt of Proposal to Acquire All of its Outstanding Common Units PORTSMOUTH, N.H., January 11, 2022 - Sprague Resources LP (?Sprague?) (NYSE: SRLP) announced today that it received an unsolicited non-binding proposal from Hartree Partners, LP (?Hartree?) dated

SRLP / Sprague Resources LP / Sprague HP Holdings LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Sprague Resources LP (Name of Issuer) Common Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) Stephen Hendel Managing Director Hartree Partners GP, LLC 1185 Ave of the Americas, New York, NY 10036 (212) 536-8430 (Name

JOINT FILING AGREEMENT

EX-99.E EXHIBIT E JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the neces

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission F

JOINT FILING AGREEMENT

EXHIBIT D JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.

SRLP / Sprague Resources LP / Hartree Bulk Storage, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Sprague Resources LP (Name of Issuer) Common Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) Stephen Hendel Managing Director Hartree Partners GP, LLC 1185 Ave of the Americas, New York, NY 10036 (212) 536-8430 (Name

Sprague Resources LP Reports Third Quarter 2021 Results

EX-99.1 2 srlp-2021q3xex991xearnings.htm EX-99.1 Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports Third Quarter 2021 Results Portsmouth, N.H., November 4, 2021 – Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the third quarter ended September 30, 2021. Third Quarter 2021 H

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3613

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission

, dated September 1, 2021

Exhibit 10.1 Execution Version INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT (this ?Agreement?), made and executed as of September 1, 2021, by and between Sprague Resources LP, a Delaware limited partnership (the ?Partnership?), Sprague Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the ?General Partner?), and the individual signing this Ag

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

Sprague Resources LP Reports Second Quarter 2021 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports Second Quarter 2021 Results Portsmouth, N.H., August 5, 2021 ? Sprague Resources LP (?Sprague?) (NYSE: SRLP) today reported its financial results for the second quarter ended June 30, 2021. Second Quarter 2021 Highlights ?Net sales were $657.7 million for the seco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36137 Spr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Changes in Control of Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

SRLP / Sprague Resources LP / Hartree Bulk Storage, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Sprague Resources LP (Name of Issuer) Common Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) Stephen Hendel Managing Director Hartree Partners GP, LLC 1185 Ave of the Americas, New York, NY 10036 (212) 536-8430 (Name, Address

CREDIT AGREEMENT SPRAGUE HP HOLDINGS, LLC, as Borrower The Several Lenders from time to time Party Hereto, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent Dated as of June 16, 2021

Table of Contents Exhibit 4 CREDIT AGREEMENT among SPRAGUE HP HOLDINGS, LLC, as Borrower and The Several Lenders from time to time Party Hereto, and CO?PERATIEVE RABOBANK U.

Second Amended and Restated Limited Liability Company Agreement of Sprague Resources GP LLC (incorporated by reference to Exhibit 3.1 of Sprague Resources LP’s Current Report on Form 8-K filed May 28, 2021 (File No. 001-36137)).

Exhibit 3.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRAGUE RESOURCES GP LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 4 ARTICLE II ORGANIZATION Section 2.1 Formation 4 Section 2.2 Name 4 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 4 Section 2.4 Purpose and Business 5 Section 2.5 Powers

SRLP / Sprague Resources LP / Sprague Resources Holdings LLC - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

SRLP / Sprague Resources LP / Hartree Bulk Storage, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Sprague Resources LP (Name of Issuer) Common Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) Stephen Hendel Managing Director Hartree Partners GP, LLC 1185 Ave of the Americas, New York, NY 10036 (212) 536-8430 (Name, Address

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT SPRAGUE RESOURCES GP LLC

Exhibit 2 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRAGUE RESOURCES GP LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.

JOINT FILING AGREEMENT

EXHIBIT C JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.

Hartree Partners Completes Purchase of Controlling Interest in Sprague Resources

Exhibit 99.1 For Immediate Release Hartree Partners Completes Purchase of Controlling Interest in Sprague Resources PORTSMOUTH, NH May 28, 2021 ? Sprague Resources LP (SRLP) (?Sprague?) and Hartree Partners, LP (?Hartree?) announced today that affiliates of Hartree have closed the purchase of the general partner interest, the incentive distribution rights and all of the common units representing l

Form of Indemnification Agreement

Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT (this ?Agreement?), made and executed as of May 28, 2021, by and between Sprague Resources LP, a Delaware limited partnership (the ?Partnership?), Sprague Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the ?General Partner?), and the individual signing this Agreement under t

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

, 2021, to Second Amended and Restated Credit Agreement, dated May 19, 2020, among Sprague Operating Resources LLC, as U.S. borrower, Kildair Service ULC, as Canadian borrower, the several lenders parties thereto, MUFG Bank Ltd., as administrative agent, the co-syndication agents, the co-collateral agents and the co-documentation agents party thereto

EXECUTION VERSION FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 11, 2021 (this ?Amendment?), by and among SPRAGUE OPERATING RESOURCES LLC (the ?U.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36137 Sp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File N

Sprague Resources LP Reports First Quarter 2021 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports First Quarter 2021 Results Portsmouth, N.H., May 6, 2021 ? Sprague Resources LP (?Sprague?) (NYSE: SRLP) today reported its financial results for the first quarter ended March 31, 2021. First Quarter 2021 Highlights ?Net sales were $1,036.1 million for the first q

Changes in Control of Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

Offer Letter with Ben Hennelly, dated April 19, 2021 (incorporated by reference to Exhibit 10.1 of Sprague Resources LP’s Current Report on Form 8-K filed April 21, 2021 (File No. 001-36137)).

Exhibit 10.1 March 18, 2021 Ben Hennelly Dear Ben: Sprague is delighted to offer you the full-time position of Chief Information Officer and Vice President, reporting to Dave Glendon, President and CEO, starting on or about July 1, 2021. Your salary will be $5,096.16 per week, which equates to $265,000.32 annually. You will be paid on a weekly basis. Sprague?s workweek begins on Monday and ends on

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Sprague Resources LP (Name of Issuer) Common Partnership Interest (Title of Class of Securities) (CUSIP

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Sprague Resources LP (Name of Issuer) Common Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) Stephen Hendel Managing Director Hartree Partners GP, LLC 1185 Ave of the Americas, New York, NY 10036 (212) 536-8430 (Name

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

Axel Johnson Inc. Agrees to Sell Controlling Interest in Sprague Resources LP to Hartree Partners, LP

Exhibit 99.1 For Immediate Release Axel Johnson Inc. Agrees to Sell Controlling Interest in Sprague Resources LP to Hartree Partners, LP PORTSMOUTH, NH April 20, 2021 ? Sprague Resources LP (SRLP) (?Sprague?) and Hartree Partners, LP (?Hartree?) announced today that a subsidiary of Axel Johnson Inc. (?Axel Johnson?) has entered into an agreement to sell to Hartree the general partner interest, the

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Sprague Resources LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Exhibit G Purchase Agreement, dated as of April 20, 2021, by and among Sprague Resources Holdings LLC, Sprague HP Holdings, LLC and, solely for purposes of Section 11.14 thereof, Hartree Partners, LP.

Exhibit G Execution Version PURCHASE AGREEMENT BY AND AMONG Sprague Resources Holdings LLC, AS SELLER, SPRAGUE HP HOLDINGS, LLC, AS ACQUIROR, AND SOLELY FOR PURPOSES OF SECTION 11.

PURCHASE AGREEMENT BY AND AMONG SPRAGUE RESOURCES HOLDINGS LLC, AS SELLER, SPRAGUE HP HOLDINGS, LLC, AS ACQUIROR, SOLELY FOR PURPOSES OF SECTION 11.14, HARTREE PARTNERS, LP, AS GUARANTOR April 20, 2021

Exhibit 1 Exhibit 1 Execution Version PURCHASE AGREEMENT BY AND AMONG SPRAGUE RESOURCES HOLDINGS LLC, AS SELLER, SPRAGUE HP HOLDINGS, LLC, AS ACQUIROR, AND SOLELY FOR PURPOSES OF SECTION 11.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Sprague Resources LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities)

SC 13D/A 1 srholdingssch13da3-8x2021.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Sprague Resources LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 849343 108 (CUSIP Number) Paul A. Scoff 185 International Drive Portsmouth, NH 03801 (800) 255-1560

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36137 Sprague Resour

Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013, effective March 1, 2021 (incorporated by reference to Exhibit 3.3 of Sprague Resources LP’s Annual Report on Form 10-K filed March 4, 2021 (File No. 001-36137)).

Exhibit 3.3 AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPRAGUE RESOURCES LP This Amendment No. 3 (this ?Amendment?) to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, a Delaware limited partnership (the ?Partnership?), dated as of October 30, 2013 (as amended by Amendment No. 1, dated as of December 20, 2017, and A

Composite copy of the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, dated as of October 30, 2013, as amended by Amendment No. 1, effective December 20, 2017, Amendment No. 2, effective October 25, 2019, and Amendment No. 3, effective March 1, 2021 (incorporated by reference to Exhibit 3.8 of Sprague Resources LP’s Annual Report on Form 10-K filed March 4, 2021 (File No. 001-36137)).

Exhibit 3.8 This composite copy of the First Amended and Restated Agreement of Limited Partnership reflects the provisions of the Partnership?s First Amended and Restated Agreement of Limited Partnership, as amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership, effective December 20, 2017, Amendment No. 2 to the First Amended and Restated Agreement of Limit

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF SPRAGUE RESOURCES LP Name State or Other Jurisdiction of Incorporation Percent of Ownership Sprague Operating Resources LLC Delaware 100% Sprague Energy Solutions Inc. Delaware 100% Sprague Connecticut Properties LLC Delaware 100% Sprague Terminal Services LLC Delaware 100% Sprague Co-op Member LLC Delaware 100% Coen Transport LLC Pennsylvania 100% Coen Energy LLC Penn

Sprague Resources LP Reports Fourth Quarter and Full Year 2020 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports Fourth Quarter and Full Year 2020 Results Portsmouth, N.H., March 4, 2021 – Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the fourth quarter and twelve months ended December 31, 2020. Fourth Quarter 2020 Highlights •Net sal

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Sprague Resources LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sprague Resources LP (Name of Issuer) Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

Sprague Resources LP Reports Third Quarter 2020 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports Third Quarter 2020 Results Portsmouth, NH (November 5, 2020) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the third quarter ended September 30, 2020. Third Quarter 2020 Highlights •Net sales were $390.5 million for the t

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3613

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission F

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2020 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fi

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2020 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

Sprague Resources LP Reports Second Quarter 2020 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports Second Quarter 2020 Results Portsmouth, NH (August 6, 2020) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the second quarter ended June 30, 2020. Second Quarter 2020 Highlights •Net sales were $358.2 million for the secon

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36137 Spr

SRLP / Sprague Resources LP / Sprague Resources Holdings LLC - SCEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Exhibit M Stock Transfer Agreement, dated June 5, 2020.

Exhibit M Stock Transfer Agreement The undersigned Goldman Sachs Asset Management (“GSAM”), investment adviser for the Goldman Sachs MLP Income Opportunities Fund (GMZ) and Goldman Sachs MLP and Energy Renaissance Fund (GER) (together, the “Funds”) which together own 723,738 common units (the “Units”) representing limited partner interests in Sprague Resources LP, a Delaware limited partnership (“SRLP”), hereby sells all of the Units to Sprague Resources Holdings LLC (“Resources”), a wholly-owned subsidiary of Axel Johnson Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Sprague Resources Announces Withdrawal of Proposal to Acquire All of its Outstanding Common Units

EX-99.1 2 tm2021777d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sprague Resources Announces Withdrawal of Proposal to Acquire All of its Outstanding Common Units June 4, 2020 PORTSMOUTH, N.H., June 4, 2020 (GLOBE NEWSWIRE) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) announced today that Sprague Resources Holdings LLC (“Holdings”) has withdrawn its previously announced non-binding proposal, dated Mar

SRLP / Sprague Resources LP / Sprague Resources Holdings LLC - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Second Amended and Restated Credit Agreement, dated as of May 19, 2020, among Sprague Operating Resources LLC, as U.S. borrower, Kildair Service ULC, as Canadian borrower, the several lenders parties thereto, MUFG Bank Ltd., as administrative agent, the co-syndication agents, the co-collateral agents and the co-documentation agents party thereto

Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED CREDIT AGREEMENT among SPRAGUE OPERATING RESOURCES LLC, as U.S. Borrower, and KILDAIR SERVICE ULC, as Canadian Borrower, and The Several Lenders from time to time Parties Hereto, and MUFG BANK, LTD., as Administrative Agent Dated as of May 19, 2020 BNP PARIBAS, CITIZENS BANK, N.A., SOCIÉTÉ GÉNÉRALE, WELLS FARGO BANK, N.A., and COÖPERATIEVE

Sprague Resources LP Announces Signing of $1.18 Billion Senior Secured Amended and Restated Credit Facility

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Announces Signing of $1.18 Billion Senior Secured Amended and Restated Credit Facility Portsmouth, NH (May 21, 2020) - Sprague Resources LP (“Sprague”) (NYSE: SRLP), the parent company of Sprague Operating Resources LLC and Kildair Service ULC (the “Borrowers”), announced

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2020 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction (Commission (IRS Employer of incorp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File N

Sprague Resources LP Reports First Quarter 2020 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports First Quarter 2020 Results Portsmouth, NH (May 7, 2020) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the first quarter ended March 31, 2020. First Quarter 2020 Highlights •Net sales were $959.9 million for the first quar

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36137 Sp

SRLP / Sprague Resources LP / Oaktree Capital Group Holdings GP, LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Sprague Resources LP (Name of Issuer) Common Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) Todd E. Molz Managing Director, General Counsel and Chief Administrative Officer Oaktree Capital Group Holdings GP, LLC 333 S. Grand

Sprague Resources Announces Receipt of Proposal to Acquire All of its Outstanding Common Units

EX-99.1 2 sprague-offerpressrelease.htm EXHIBIT 99.1 Sprague Resources Announces Receipt of Proposal to Acquire All of its Outstanding Common Units March 27, 2020 at 6:00 AM EDT PORTSMOUTH, N.H., March 27, 2020 (GLOBE NEWSWIRE) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) announced today that it received an unsolicited non-binding proposal from Sprague Resources Holdings LLC (“Holdings”) dated

SRLP / Sprague Resources LP / Sprague Resources LP - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Sprague Resources Holdings LLC 185 International Drive Portsmouth, NH 03801

Sprague Resources Holdings LLC 185 International Drive Portsmouth, NH 03801 March 25, 2020 Sprague Resources LP c/o Sprague Resources GP LLC, its general partner 185 International Drive Portsmouth, NH 03801 Attn: Members of the board of directors of Sprague Resources GP LLC (the “Board”) Re: Possible acquisition of all outstanding publicly held common units of Sprague Resources LP Ladies and Gentl

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 srlpform8k-offerletterpres.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2020 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other juris

First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, dated as of October 30, 2013, as amended by Amendment No. 1, effective December 20, 2017, and Amendment No. 2, effective October 25, 2019 (incorporated by reference to Exhibit 3.7 of Sprague Resources LP’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 5, 2020 (File No. 001-36137)).

Exhibit 3.7 This composite copy of the First Amended and Restated Agreement of Limited Partnership reflects the provisions of the Partnership’s First Amended and Restated Agreement of Limited Partnership, as amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership, effective December 20, 2017, and Amendment No. 2 to the First Amended and Restated Agreement of L

SRLP / Sprague Resources LP 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36137 Sprague Resour

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2020 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Sprague Resources LP Reports Fourth Quarter and Full Year 2019 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports Fourth Quarter and Full Year 2019 Results Portsmouth, N.H., March 5, 2020 – Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the fourth quarter and twelve months ended December 31, 2019. Fourth Quarter 2019 Highlights • Net sa

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF SPRAGUE RESOURCES LP Name State or Other Jurisdiction of Incorporation Percent of Ownership Sprague Operating Resources LLC Delaware 100% Sprague Energy Solutions Inc. Delaware 100% Sprague Connecticut Properties LLC Delaware 100% Sprague Terminal Services LLC Delaware 100% Sprague Co-op Member LLC Delaware 100% Coen Transport LLC Pennsylvania 100% Coen Energy LLC Penn

Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 of Sprague Resources LP’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 5, 2020 (File No. 001-36137)).

Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Sprague Resources LP has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is listed on the New York Stock Exchange (“NYSE”) and trades under the symbol SRLP. The following description of the common units of

SRLP / Sprague Resources LP / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sprague Resources LP (Name of Issuer) Partnership Interest (Title of Class of Securities) 849343108 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

JOINT FILING AGREEMENT

Invesco Joint Filing Agreement JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2020 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission F

Exhibit K Letter Agreement, dated January 23, 2020, among Sprague Resources LP, Sprague Resources Holdings LLC and Axel Johnson Inc. (attached as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (File No. 001-36137) filed with the Commission on January 24, 2020 and incorporated herein by reference).

srlpsrhajiidrpaymentlett Sprague Resources LP 185 International Drive Portsmouth, NH 03801 Sprague Resources Holdings LLC 185 International Drive Portsmouth, NH 03801 Axel Johnson Inc.

SRLP / Sprague Resources LP 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3613

Sprague Resources LP Reports Third Quarter 2019 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports Third Quarter 2019 Results Portsmouth, NH (November 7, 2019) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the third quarter ended September 30, 2019. Third Quarter 2019 Highlights •Net sales were $582.6 million for the t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2019 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission F

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2019 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission F

Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013 effective October 25, 2019 (incorporated by reference to Exhibit 3.1 of Sprague Resources LP's Current Report on Form 8-K filed October 25, 2019 (File No. 001-36137))

EXECUTION COPY AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPRAGUE RESOURCES LP This Amendment No. 2 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, a Delaware limited partnership (the “Partnership”), dated as of October 25, 2019 (as amended by Amendment No. 1, dated as of October 30, 2013, to

Sprague Resources LP Reports Second Quarter 2019 Results

Exhibit 99.1 News Release Investor Contact: Paul Scoff +1 800.225.1560 [email protected] Sprague Resources LP Reports Second Quarter 2019 Results Portsmouth, NH (August 7, 2019) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the second quarter ended June 30, 2019. Second Quarter 2019 Highlights •Net sales were $662.0 million for the secon

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2019 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

SRLP / Sprague Resources LP 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36137 Spr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2019 (June 27, 2019) SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (

MLP and Energy Infrastructure Conference Sprague Resources LP May 14, 2019 Forward Looking Statements and Non-GAAP Measures Forward-Looking Statements: Some of the statements in this presentation contain forward-looking statements within the meaning

srlpmeicpresentationmay1 MLP and Energy Infrastructure Conference Sprague Resources LP May 14, 2019 Forward Looking Statements and Non-GAAP Measures Forward-Looking Statements: Some of the statements in this presentation contain forward-looking statements within the meaning of the safe harbor provisions of the U.

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 f8k2019meic.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2019 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorp

Sprague Resources LP Reports First Quarter 2019 Results

Exhibit 99.1 News Release Investor Contact: Susan Kelly Trahan +1 800.225.1560 [email protected] Sprague Resources LP Reports First Quarter 2019 Results Portsmouth, NH (May 8, 2019) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the first quarter ended March 31, 2019. First Quarter 2019 Highlights •Net sales were $1,258.3 million for the

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8kq12019.htm 8-K 1Q2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2019 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of

SRLP / Sprague Resources LP 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36137 Sp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2019 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

Sprague Resources LP Reports Fourth Quarter and Full Year 2018 Results

Exhibit 99.1 News Release Investor Contact: Susan Kelly Trahan +1 800.225.1560 [email protected] Sprague Resources LP Reports Fourth Quarter and Full Year 2018 Results Portsmouth, N.H., March 14, 2019 – Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the fourth quarter and twelve months ended December 31, 2018. Fourth Quarter 2018 Highlights

SRLP / Sprague Resources LP 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF SPRAGUE RESOURCES LP Name State or Other Jurisdiction of Incorporation Percent of Ownership Sprague Operating Resources LLC Delaware 100% Sprague Energy Solutions Inc. Delaware 100% Sprague Connecticut Properties LLC Delaware 100% Sprague Terminal Services LLC Delaware 100% Sprague Co-op Member LLC Delaware 100% Coen Transport LLC Pennsylvania 100% Coen Energy LLC Penn

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2019 (February 28, 2019) SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporati

Director Compensation Summary

EX-10.1 2 srlpdircomp9-29x16.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED SPRAGUE RESOURCES GP LLC DIRECTOR COMPENSATION SUMMARY Effective September 29, 2016 Unless otherwise determined by the board of directors (the “Board”) of Sprague Resources GP LLC (the “General Partner”), officers, employees or paid consultants and advisors of the General Partner or its affiliates (including Axel Johns

Sprague Resources LP Provides Updated Guidance Announces Cash Distribution for the Fourth Quarter of 2018 and Fourth Quarter Earnings Conference Call Schedule

Exhibit 99.1 News Release Investor Contact: Susan Kelly Trahan +1 800.225.1560 [email protected] Sprague Resources LP Provides Updated Guidance Announces Cash Distribution for the Fourth Quarter of 2018 and Fourth Quarter Earnings Conference Call Schedule Portsmouth, NH (January 23, 2019) - Sprague Resources LP (“Sprague” or the “Partnership”) (NYSE: SRLP) today provided an updat

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2019 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission F

SRLP / Sprague Resources LP / OPPENHEIMER FUNDS INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Sprague Resources LP (Name of Issuer) Common Units (Title of Class of Securities) 849343108 (CUSIP Number) 12/31/2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

SRLP / Sprague Resources LP / Carbo Industries, Inc. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2. Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sprague Resource LP (Name of Issuer) Common Units Representing Limited Partner Interests

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission F

Sprague Resources LP Reports Third Quarter 2018 Results

Exhibit 99.1 News Release Investor Contact: Susan Kelly Trahan +1 800.225.1560 [email protected] Sprague Resources LP Reports Third Quarter 2018 Results Portsmouth, NH (November 7, 2018) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the third quarter ended September 30, 2018. Third Quarter 2018 Highlights •Net sales were $618.5 million f

SRLP / Sprague Resources LP 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 001-36137 Spr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission

Sprague Resources LP Announces Resignation of Director Robert B. Evans

Exhibit 99.1 News Release Investor Contact: Susan Kelly Trahan +1 800.225.1560 [email protected] Sprague Resources LP Announces Resignation of Director Robert B. Evans Portsmouth, NH (September 26, 2018) - Sprague Resources LP (“Sprague” or the “Partnership”) (NYSE: SRLP) announced today that Robert B. Evans notified Sprague Resources GP LLC, the Partnership’s general partner (th

Correspondence on Departure of Director

Exhibit 17.1 September 25, 2018 Sprague Resources GP LLC 185 International Drive Portsmouth, NH 03801 Attn: David Glendon, President and CEO Dear Dave, I would like to take this opportunity to let you know that I am resigning my position as an independent director of Sprague Resources GP LLC effective October 1, 2018. The logistics and rigors of extensive travel and my many other commitments have

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission

Sprague Resources LP Announces Chief Financial Officer Retirement and Appointment

Exhibit 99.1 News Release Investor Contact: Susan Kelly Trahan +1 800.225.1560 [email protected] Sprague Resources LP Announces Chief Financial Officer Retirement and Appointment Portsmouth, NH (September 18, 2018) - Sprague Resources LP (“Sprague” or the “Partnership”) (NYSE: SRLP) announced today that Gary A. Rinaldi will be retiring from his position as Senior Vice President,

Sprague Resources LP Reports Second Quarter 2018 Results Partnership confirms 2018 Adjusted EBITDA Guidance of $120 to $140 Million

Exhibit 99.1 News Release Investor Contact: Susan K. Trahan +1 800.225.1560 [email protected] Sprague Resources LP Reports Second Quarter 2018 Results Partnership confirms 2018 Adjusted EBITDA Guidance of $120 to $140 Million Portsmouth, NH (August 8, 2018) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the second quarter ended June 30, 2018. Secon

SRLP / Sprague Resources LP 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

SRLP / Sprague Resources LP 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 001-36137 Sprague

Sprague Resources LP MLP and Energy Infrastructure May 23, 2018 Forward Looking Statements and Non-GAAP Measures This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be repo

spraguemlpa2018 Sprague Resources LP MLP and Energy Infrastructure May 23, 2018 Forward Looking Statements and Non-GAAP Measures This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

SRLP / Sprague Resources LP FORM 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File

Sprague Resources LP Announces Chief Accounting Officer Retirement and Appointment

News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Announces Chief Accounting Officer Retirement and Appointment Portsmouth, NH (May 15, 2018) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) announced today that John W. Moore is retiring from his position as Vice President, Chief Accounting Officer of its General Partner, a position he has hel

Sprague Resources LP Quarterly Investor Update May 8, 2018 Safe Harbor Quarterly Investor Update: This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for any su

srlpinvupq12018 Sprague Resources LP Quarterly Investor Update May 8, 2018 Safe Harbor Quarterly Investor Update: This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

SRLP / Sprague Resources LP 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission File N

Sprague Resources LP Reports First Quarter 2018 Results Partnership confirms 2018 Adjusted EBITDA Guidance of $120 to $140 Million

Exhibit 99.1 News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Reports First Quarter 2018 Results Partnership confirms 2018 Adjusted EBITDA Guidance of $120 to $140 Million Portsmouth, NH (May 8, 2018) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the first quarter ended March 31, 2018. First Quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8kq12018srlp.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorp

SRLP / Sprague Resources LP 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 001-36137 Sprague

Sprague Resources LP Announces a revised record date and payment date for the Cash Distribution of the First Quarter of 2018

News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Announces a revised record date and payment date for the Cash Distribution of the First Quarter of 2018 Portsmouth, NH (May 2, 2018) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) announced today that the record date and payment date for the distribution of $0.6525 per unit has been revised t

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporatio

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commission Fil

Quarterly Investor Update Sprague Resources LP March 14, 2018 Safe Harbor 2 Quarterly Investor Update: This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for a

srlpinvupdateq42017final Quarterly Investor Update Sprague Resources LP March 14, 2018 Safe Harbor 2 Quarterly Investor Update: This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

Sprague Resources LP Reports Fourth Quarter and Full Year 2017 Results Partnership issues 2018 Adjusted EBITDA Guidance of $120 to $140 Million

Exhibit 99.1 News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Reports Fourth Quarter and Full Year 2017 Results Partnership issues 2018 Adjusted EBITDA Guidance of $120 to $140 Million Portsmouth, NH (March 14, 2018) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) today reported its financial results for the fourth quarter and twelve months

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8kq42017srlp.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of

Subsidiaries of the Registrant.

EX-21.1 3 srlp-20171231xexx211.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name State or Other Jurisdiction of Incorporation Percent of Ownership Sprague Operating Resources LLC Delaware 100% Sprague Energy Solutions Inc. Delaware 100% Sprague Connecticut Properties LLC Delaware 100% Sprague Terminal Services LLC Delaware 100% Sprague Co-op Member LLC Delaware 100% Coen Transport

SRLP / Sprague Resources LP 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends.

Exhibit 12.1 Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends (1) Years Ended December 31, 2017 2016 2015 2014 2013 Predecessor ($ in thousands) Earnings (loss): Income (loss) before income taxes $ 33,319 $ 12,274 $ 80,164 $ 128,323 $ (25,579 ) Add: Interest and debt expense (2) 31,345 27,533 27,367 29,651 30,914 Estimated interest factor in rental expense (3) 4,

Sprague Resource LP David C. Glendon Interview with The Wall Street Transcript (“TWST”)

Exhibit Exhibit 99.1 Sprague Resource LP David C. Glendon Interview with The Wall Street Transcript (?TWST?) David C. Glendon, President and Chief Executive Officer, Sprague Resources LP Mr. Glendon has held this position since January 2008. Mr. Glendon has been with Sprague since 2003 and was previously the Senior Vice President, Oil and Materials Handling, focusing on driving the execution of a

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2018 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Co

SRLP / Sprague Resources LP / Carbo Industries, Inc. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2. Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sprague Resource LP (Name of Issuer) Common Units Representing Limited Partner Interests

SRLP / Sprague Resources LP / OPPENHEIMER FUNDS INC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Sprague Resources LP (Name of Issuer) Common Stock (Title of Class of Securities) 849343108 (CUSIP Number) 12/31/2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorpor

Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP dated as of October 30, 2013 effective December 20, 2017 (incorporated by reference to Exhibit 3.1 of Sprague Resources LP's Current Report on Form 8-K filed December 20, 2017 (File No. 001-36137))

Exhibit Exhibit 3.1 AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPRAGUE RESOURCES LP This Amendment No. 1 (this ? Amendment ?) to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, a Delaware limited partnership (the ? Partnership ?), dated as of October 30, 2013, (the ? Partnership Agreement ?), is entered into effect

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Com

Quarterly Investor Update Sprague Resources LP November 7, 2017 Safe Harbor 2 Quarterly Investor Update: This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for

srlpinvupdateq32017 Quarterly Investor Update Sprague Resources LP November 7, 2017 Safe Harbor 2 Quarterly Investor Update: This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Com

Sprague Resources LP Reports Third Quarter 2017 Results

Exhibit Exhibit 99.1 News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Reports Third Quarter 2017 Results Portsmouth, NH (November 7, 2017) - Sprague Resources LP (?Sprague?) (NYSE: SRLP) today reported its financial results for the third quarter September 30, 2017 . Third Quarter 2017 Highlights ? Net sales were $491.4 million for the third

Purchase and Sale Agreement, dated September 18, 2017, by and among Sprague Operating Resources LLC, Coen Oil Company, LLC, Coen Markets, Inc., and The Thomaston Land Company, LLC.

Exhibit 2.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT by and among COEN OIL COMPANY, LLC COEN MARKETS, INC. THE THOMASTON LAND COMPANY, LLC (“Sellers”) and SPRAGUE OPERATING RESOURCES LLC (“Purchaser”) Dated as of September 18, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF COMPANY INTERESTS AND TRANSFERRED ASSETS 14 2.1 Purchase and Sale 14 2.2 Excluded As

SRLP / Sprague Resources LP 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 001-36137 Spr

Purchase and Sale Agreement, dated September 18, 2017, by and among Sprague Operating Resources LLC, Coen Oil Company, LLC, Coen Markets, Inc., and The Thomaston Land Company, LLC (incorporated by reference to Exhibit 2.1 of Sprague Resources LP's Current Report on Form 8-K filed September 19, 2017 (File No. 001-36137))

spraguecoenapa9182017 Exhibit 2.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT by and among COEN OIL COMPANY, LLC COEN MARKETS, INC. THE THOMASTON LAND COMPANY, LLC (?Sellers?) and SPRAGUE OPERATING RESOURCES LLC (?Purchaser?) Dated as of September 18, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ................................................................................................

Sprague Resources 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (C

1 Sprague Resources LP Coen Energy Acquisition September 19, 2017 Exhibit 99.2 2 Safe Harbor Forward-Looking Statements: Some of the statements in this presentation may contain forward-looking statements within the meaning of the safe harbor provisio

srlpcoenppt09192017 1 Sprague Resources LP Coen Energy Acquisition September 19, 2017 Exhibit 99.

Sprague Resources LP Announces Acquisition of Coen Energy Acquisition expands Sprague’s footprint and further diversifies cash flows

Exhibit Exhibit 99.1 News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Announces Acquisition of Coen Energy Acquisition expands Sprague?s footprint and further diversifies cash flows Portsmouth, NH (September 19, 2017) - Sprague Resources LP (?Sprague?) (NYSE: SRLP) announced today that its operating subsidiary, Sprague Operating Resources LL

1 Sprague Resources LP Quarterly Investor Update August 9, 2017 Exhibit 99.1 2 Safe Harbor Quarterly Investor Update: This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be

spragueinvestorupdateq22 1 Sprague Resources LP Quarterly Investor Update August 9, 2017 Exhibit 99.

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commi

Sprague Resources LP Reports Second Quarter 2017 Results

Exhibit Exhibit 99.1 News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Reports Second Quarter 2017 Results Portsmouth, NH (August 9, 2017) - Sprague Resources LP (?Sprague?) (NYSE: SRLP) today reported its financial results for the second quarter June 30, 2017 . Second Quarter 2017 Highlights ? Net sales were $513.6 million for the second qua

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commi

SRLP / Sprague Resources LP 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 001-36137 Sprague

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commiss

1 Sprague Resources LP MLPA Conference May 31, 2017 Exhibit 99.1 2 Safe Harbor This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for any subsequent period or

srlpmlpa2017 1 Sprague Resources LP MLPA Conference May 31, 2017 Exhibit 99.1 2 Safe Harbor This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year. Forward-Looking Statements: Some of the statements in this presentation may contain forward-looking statements

1 Sprague Resources LP Quarterly Investor Update May 8, 2017 Exhibit 99.1 2 Safe Harbor Quarterly Investor Update: This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be re

srlpinvupdateq12017 1 Sprague Resources LP Quarterly Investor Update May 8, 2017 Exhibit 99.

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commissi

Sprague Resources LP 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Sprague Resources LP 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commissi

Sprague Resources LP Reports First Quarter 2017 Results Partnership reiterates 2017 adjusted EBITDA guidance of $115 to $130 Million

Exhibit Exhibit 99.1 News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Reports First Quarter 2017 Results Partnership reiterates 2017 adjusted EBITDA guidance of $115 to $130 Million Portsmouth, NH (May 8, 2017) - Sprague Resources LP (?Sprague?) (NYSE: SRLP) today reported its financial results for the first quarter March 31, 2017 . First Qu

Sprague Resources LP FORM 8-K 4-27-2017 (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commi

Amendment to Amended and Restated Credit Agreement, dated April 27, 2017 among Sprague Operating Resources LLC, as U.S. borrower, Kildair Service ULC, as Canadian borrower, the several lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 2.1 of Sprague Resources LP’s Current Report on Form 8-K filed April 28, 2017 (File No. 001-36137)).

srlpcreditamend42017 Execution Version 509265-1804-15860-Active.21190040.12 AMENDMENT THIS AMENDMENT, dated as of April 27, 2017 (this ?Amendment?), is among SPRAGUE OPERATING RESOURCES LLC, a Delaware limited liability company (the ?U.S. Borrower?), KILDAIR SERVICE ULC, an unlimited liability company formed under the laws of British Columbia (the ?Canadian Borrower?, and together with the U.S. Bo

SRLP / Sprague Resources LP / Carbo Industries, Inc. - SCHEDULE 13G Passive Investment

SC 13G 1 d368952dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2. Under the Securities Exchange Act of 1934 (Amendment No. )* Sprague Resource LP (Name of Issuer) Common Units Represent

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commi

Sprague Resources LP Announces the closing of Carbo’s Refined Products Terminals on Long Island

Exhibit Exhibit 99.1 News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Announces the closing of Carbo’s Refined Products Terminals on Long Island Portsmouth, NH (April 19, 2017) - Sprague Resources LP (“Sprague”) (NYSE: SRLP) announced today that its wholly owned subsidiary, Sprague Operating Resources LLC, completed the purchase of refined p

First Amendment dated April 18, 2017 to Asset Purchase Agreement by and among Sprague Operating Resources LLC, Carbo Industries, Inc. and Carbo Realty, LLC (incorporated by reference to Exhibit 2.1 of Sprague Resources LP’s Current Report on Form 8-K filed April 19, 2017 (File No. 001-36137)).

srlpcarboapaamend {W6105224.1} This First Amendment to Asset Purchase Agreement (this ?Amendment?) dated as of April 18, 2017 between Carbo Industries, Inc. (?Carbo?), Carbo Realty, LLC (?Carbo Realty?; Carbo and Carbo Realty collectively, ?Sellers?) and Sprague Operating Resources LLC (?Buyer?). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed in the Agreem

SRLP / Sprague Resources LP / OPPENHEIMER FUNDS INC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* SPRAGUE RESOURCES LP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 849343108 (CUSIP Number) 3/31/2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

SRLP / Sprague Resources LP / Sprague Resources Holdings LLC - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Unit Purchase Agreement, dated March 13, 2017 by and between Sprague Resources, LP and Carbo Industries, Inc. (incorporated by reference to Exhibit 10.1 of Sprague Resources LP’s Current Report on Form 8-K filed March 16, 2017 (File No. 001-36137)).

srlpcarboupaedgar Execution Copy {W5670291.3} UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT is made as of March 13, 2017 by and between Sprague Resources, LP, a Delaware limited partnership (the ?Parent?), and Carbo Industries, Inc., a New York corporation (the ?Investor?). RECITALS A. The Parent is the parent of Sprague Operating Resources, LLC, a Delaware limited liability company (?Buyer

Sprague Resources LP Announces Strategic Acquisition of Two Refined Product Terminals on Long Island Acquisition will expand gasoline handling and marketing capabilities and further diversify cash flows

Exhibit Exhibit 99.1 News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Announces Strategic Acquisition of Two Refined Product Terminals on Long Island Acquisition will expand gasoline handling and marketing capabilities and further diversify cash flows Portsmouth, NH (March 16, 2017) - Sprague Resources LP (?Sprague?) (NYSE: SRLP) announced t

1 Sprague Resources LP Carbo Transaction March 16, 2017 2 Safe Harbor Forward-Looking Statements: Some of the statements in this presentation may contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private

srlpcarboinvpres 1 Sprague Resources LP Carbo Transaction March 16, 2017 2 Safe Harbor Forward-Looking Statements: Some of the statements in this presentation may contain forward-looking statements within the meaning of the safe harbor provisions of the U.

Sprague Resources LP 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commi

Asset Purchase Agreement, dated March 13, 2017, by and among Carbo Industries, Inc., Carbo Realty, LLC, and Paul Hochhauser and Sprague Operating Resources, LLC (incorporated by reference to Exhibit 2.1 of Sprague Resources LP’s Current Report on Form 8-K filed March 16, 2017 (File No. 001-36137)).

srlpcarboapaedgar Execution Copy {W5647119.15} ASSET PURCHASE AGREEMENT among CARBO INDUSTRIES, INC., CARBO REALTY, LLC, PAUL HOCHHAUSER, solely for purpose of Section 6.07 and for no other purpose, and SPRAGUE OPERATING RESOURCES, LLC dated as of March 13, 2017 Exhibit 2.1 {W5647119.15} i TABLE OF CONTENTS RECITALS ..................................................................................

1 Sprague Resources LP Quarterly Investor Update March 10, 2017 2 Safe Harbor Quarterly Investor Update: This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for

spragueinvestorupdateq42 1 Sprague Resources LP Quarterly Investor Update March 10, 2017 2 Safe Harbor Quarterly Investor Update: This presentation contains unaudited quarterly results which should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8k4q2016invupdate.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdicti

Sprague Resources LP 10-K (Annual Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Sprague Resources LP Reports Fourth Quarter and Full Year 2016 Results Partnership issues 2017 Adjusted EBITDA Guidance of $115 to $130 Million

Exhibit Exhibit 99.1 News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Reports Fourth Quarter and Full Year 2016 Results Partnership issues 2017 Adjusted EBITDA Guidance of $115 to $130 Million Portsmouth, NH (March 10, 2017) - Sprague Resources LP (?Sprague?) (NYSE: SRLP) today reported its financial results for the fourth quarter and twelve

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Commi

SUBSIDIARIES OF THE REGISTRANT Name State or Other Jurisdiction of Incorporation Percent of Ownership Sprague Operating Resources LLC Delaware 100% Sprague Energy Solutions Inc. Delaware 100% Sprague Connecticut Properties LLC Delaware 100% Sprague T

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name State or Other Jurisdiction of Incorporation Percent of Ownership Sprague Operating Resources LLC Delaware 100% Sprague Energy Solutions Inc. Delaware 100% Sprague Connecticut Properties LLC Delaware 100% Sprague Terminal Services LLC Delaware 100% Sprague Co-op Member LLC Delaware 100% Sprague Resources Coöperatief U.A. [0.8% owned by Sprague Co-op

Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends (1) Years Ended December 31, 2016 2015 2014 2013 2012 Predecessor ($ in thousands) Earnings (loss): Income (loss) before income taxes and equity in net income (loss)

Exhibit 12.1 Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends (1) Years Ended December 31, 2016 2015 2014 2013 2012 Predecessor ($ in thousands) Earnings (loss): Income (loss) before income taxes and equity in net income (loss) of affiliate $ 12,274 $ 80,164 $ 128,323 $ (25,579 ) $ (14,618 ) Add: Interest and debt expense (2) 27,533 27,367 29,651 30,914 23,960 Es

Sprague Resources LP FORM 8-K 1-27-2017 (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Com

Sprague Resources LP Announces Eleventh Consecutive Increased Cash Distribution for the Fourth Quarter of 2016 and Earnings Conference Call Schedule Sprague increases cash distribution from $0.5625 to $0.5775 per unit

Exhibit Exhibit 99.1 News Release Investor Contact: Kory Arthur +1 603.766.7401 [email protected] Sprague Resources LP Announces Eleventh Consecutive Increased Cash Distribution for the Fourth Quarter of 2016 and Earnings Conference Call Schedule Sprague increases cash distribution from $0.5625 to $0.5775 per unit Portsmouth, NH (January 27, 2017) - Sprague Resources LP (?Sprague?) (NYSE:

SRLP / Sprague Resources LP / OPPENHEIMER FUNDS INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* SPRAGUE RESOURCES LP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 849343108 (CUSIP Number) 12/31/2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Asset Purchase Agreement, dated January 24, 2017, by and among Capital Properties, Inc., Dunellen, LLC, Capital Terminal Company and Sprague Operating Resources LLC (incorporated by reference to Exhibit 2.1 of Sprague Resources LP’s Current Report on Form 8-K filed January 25, 2017 (File No. 001-36137)).

Exhibit Exhibit 2.1 Execution Copy ASSET PURCHASE AGREEMENT among CAPITAL PROPERTIES, INC., DUNELLEN, LLC, CAPITAL TERMINAL COMPANY and SPRAGUE OPERATING RESOURCES LLC Dated as of January 24, 2017 {W5977534.1} TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS; INTERPRETATION AND CONSTRUCTION 1 Section 1.01. Defined Terms 1 Section 1.02. Interpretation and Rules of Construction 13 ARTICLE 2 PURCHASE AND

1 Sprague Resources LP Capital Terminal Transaction January 25, 2017 2 Safe Harbor Forward-Looking Statements: Some of the statements in this presentation may contain forward-looking statements within the meaning of the safe harbor provisions of the

srlpcapitaltransactionsl 1 Sprague Resources LP Capital Terminal Transaction January 25, 2017 2 Safe Harbor Forward-Looking Statements: Some of the statements in this presentation may contain forward-looking statements within the meaning of the safe harbor provisions of the U.

Sprague Resources LP FORM 8-K 1-25-2017 (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2017 SPRAGUE RESOURCES LP (Exact name of registrant as specified in its charter) Delaware 001-36137 45-2637964 (State or other jurisdiction of incorporation) (Com

Sprague Resources LP Announces Agreement to Acquire Capital Terminal in East Providence, Rhode Island Acquisition and new growth capital investments will expand gasoline handling and marketing capabilities and further diversify cash flows

Exhibit Exhibit 99.1 News Release Investor Contact: Taylor Hudson +1 603.430.5397 [email protected] Sprague Resources LP Announces Agreement to Acquire Capital Terminal in East Providence, Rhode Island Acquisition and new growth capital investments will expand gasoline handling and marketing capabilities and further diversify cash flows Portsmouth, NH (January 25 , 2017) ? Sprague Resource

Terminal and Wholesale Fuels Asset Purchase Agreement, dated January 23, 2017, by and between Leonard E. Belcher Incorporated and Sprague Operating Resources LLC (incorporated by reference to Exhibit 2.1 of Sprague Resources LP’s Current Report on Form 8-K filed January 23, 2017 (File No. 001-36137)).

Exhibit Exhibit 2.1 Execution Copy TERMINAL AND WHOLESALE FUELS ASSET PURCHASE AGREEMENT by and among LEONARD E. BELCHER, INCORPORATED as Seller and SPRAGUE OPERATING RESOURCES LLC as Buyer Dated as of January 23, 2017 {W5975088.1} TABLE OF CONTENTS 1. ASSETS AND ASSUMED LIABILITIES 1.1 Sale of Assets 1.2 Excluded Assets 1.3 Excluded Liabilities; Assumed Liabilities 1.4 Deposit 1.5 Purchase Price

1 Sprague Resources LP L.E. Belcher, Inc. Transaction January 24, 2017 2 Safe Harbor Forward-Looking Statements: Some of the statements in this presentation may contain forward-looking statements within the meaning of the safe harbor provisions of th

lebelchertransactionslid 1 Sprague Resources LP L.E. Belcher, Inc. Transaction January 24, 2017 2 Safe Harbor Forward-Looking Statements: Some of the statements in this presentation may contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as ?may,?

Sprague Resources LP Announces Acquisition of L.E. Belcher, Inc.’s Terminal and Storage Assets in Springfield, Massachusetts Acquired terminals and wholesale/commercial businesses strengthen Sprague’s position as key refined products marketer in cent

Exhibit Exhibit 99.1 News Release Investor Contact: Taylor Hudson +1 603.430.5397 [email protected] Sprague Resources LP Announces Acquisition of L.E. Belcher, Inc.?s Terminal and Storage Assets in Springfield, Massachusetts Acquired terminals and wholesale/commercial businesses strengthen Sprague?s position as key refined products marketer in central New England Portsmouth, NH (January 24