SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

19,548,849 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

19,548,849 (1)

SC 13D/A 1 d415320dsc13da.htm SC 13D/A 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

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 1, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1		NAME OF REPORTING PERSON Sprague HP Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Solely in its capacity as the direct owner of 19,548,849 common units. Based on a total of 19,548,849 common units of the Issuer outstanding as of November 1, 2022.


1		NAME OF REPORTING PERSON Hartree Partners, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Solely in its capacity as the sole member of Sprague HP Holdings, LLC, the direct owner of 19,548,849 common units. Based on a total of 19,548,849 common units of the Issuer outstanding as of November 1, 2022.


1		NAME OF REPORTING PERSON Hartree Partners GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Solely in its capacity as the general partner of Hartree Partners, LP, which is the sole member of Sprague HP Holdings, LLC. Based on a total of 19,548,849 common units of the Issuer outstanding as of November 1, 2022.

This Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) relates to the common units representing limited partner interests (“common units”) of Sprague Resources LP, a Delaware limited partnership (the “Partnership” or the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by certain of the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on April 8, 2020 (the “Original 13D”), as amended by Amendment No. 1 filed with the SEC on June 4, 2020, Amendment No. 2 filed with the SEC on October 2, 2020, Amendment No. 3 filed with the SEC on April 20, 2021, Amendment No. 4 filed with the SEC on May 28, 2021, Amendment No. 5 filed with the SEC on June 17, 2021, Amendment No. 6 filed with the SEC on November 19, 2021, Amendment No. 7 filed with the SEC on January 11, 2022, Amendment No. 8 filed with the SEC on June 3, 2022 and Amendment No. 9 filed with the SEC on September 2, 2022. Capitalized terms used but not defined in this Amendment No. 10 shall have the same meanings ascribed to them in the Original 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original 13D is hereby amended by inserting the following information at the end of Item 3:

On November 1, 2022, the transactions contemplated by the Agreement and Plan of Merger, dated June 2, 2022, as amended by Amendment No. 1, dated August 31, 2022 (as amended, the “Merger Agreement”), by and among the Partnership, Sprague HP Holdings, LLC, a Delaware limited liability company (“Buyer”), Sparrow HP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”), and Sprague Resources GP LLC, a Delaware limited liability company and general partner of the Partnership (“Partnership GP”), closed, as described below in Item 4. The total consideration paid for the common units in connection with the Merger was approximately $133.8 million. The merger consideration was funded with cash through capital contributions from Hartree Partners, LP, the sole member of Buyer.

Item 4. Purpose of Transaction

Item 4 of the Original 13D is hereby amended by inserting the following information at the end of Item 4:

On November 1, pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), Merger Sub merged with and into the Partnership, with the Partnership surviving the merger as a wholly owned subsidiary of Buyer and Partnership GP and continuing to exist as a Delaware limited partnership.

At the Effective Time, each issued and outstanding common unit as of immediately prior to the Effective Time (other than the common units held by Buyer and its permitted transferees) was canceled and converted into the right to receive $20.00 per common unit in cash without any interest thereon. The common units and incentive distribution rights held by Buyer and its permitted transferees immediately prior to the Effective Time and the general partner interest were unaffected by the Merger and remain outstanding.

Following the consummation of the transactions contemplated by the Merger Agreement, the Partnership’s common units ceased to be listed on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because the registration of the common units will be terminated, common units held by the Reporting Persons will no longer be subject to reporting under Section 13(d) of the Exchange Act upon effectiveness of the deregistration. Consequently, this Amendment No. 10 constitutes an exit filing for the Reporting Persons.

Item 5. Interest in Securities of the Issuer

Item 5(a, b, c) of the Original 13D is hereby amended and restated in its entirety as follows:

(a, b) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. Ownership percentages set forth in this Schedule 13D are based on a total of 19,548,849 common units outstanding as of the date hereof. As of the date hereof, the Reporting Persons beneficially own an aggregate of 19,548,849 common units, which represents 100% of the total outstanding common units.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the common units for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

(c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days. The information in Item 3 of this Schedule 13D is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 1, 2022


SPRAGUE HP HOLDINGS, LLC

By:		HARTREE PARTNERS, LP
Its:		Sole Member

By:		HARTREE PARTNERS GP, LLC
Its:		General Partner

By:		/s/ Stephen M. Hendel
Name:		Stephen M. Hendel
Title:		Authorized Signatory

HARTREE PARTNERS, LP

By:		HARTREE PARTNERS GP, LLC
Its:		General Partner

By:		/s/ Stephen M. Hendel
Name:		Stephen M. Hendel
Title:		Authorized Signatory

HARTREE PARTNERS GP, LLC

By:		/s/ Stephen M. Hendel
Name:		Stephen M. Hendel
Title:		Authorized Signatory

SEC Form SC 13D/A filed by Sprague Resources LP (Amendment)