Edgar Filing: VALERO ENERGY PARTNERS LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

VALERO ENERGY CORP/TX

2. Issuer Name and Ticker or Trading Symbol
VALERO ENERGY PARTNERS LP [VLP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE VALERO WAY

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2013

(Street)

SAN ANTONIO, TX 78249

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units representing limited partner interests	12/16/2013		J⁽¹⁾⁽²⁾⁽³⁾		11,539,989 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	⁽²⁾ ⁽³⁾	11,539,989 ⁽¹⁾	I ⁽¹⁾	See foonotes ⁽¹⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subordinated Units representing limited partner interests

$ 0

12/16/2013

J⁽¹⁾⁽²⁾⁽³⁾

28,789,989 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

Common Units representing limited partner interests ⁽⁴⁾

28,789,989

⁽²⁾ ⁽³⁾

28,789,989 ⁽¹⁾ ⁽²⁾ ⁽³⁾

I ⁽¹⁾

See foonotes ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VALERO ENERGY CORP/TX ONE VALERO WAY SAN ANTONIO, TX 78249		X
Valero Refining & Marketing Co ONE VALERO WAY SAN ANTONIO, TX		X
PREMCOR USA INC ONE VALERO WAY SAN ANTONIO, TX 78249		X
Valero Terminaling & Distribution Co ONE VALERO WAY SAN ANTONIO, TX 78249		X
Premcor Pipeline Co. ONE VALERO WAY SAN ANTONIO, TX 78249		X
Premcor Refining Group Inc. ONE VALERO WAY SAN ANTONIO, TX 78249		X
Valero Refining Company-Tennessee, L.L.C. ONE VALERO WAY SAN ANTONIO, TX 78249		X
VALERO ENERGY PARTNERS GP LLC ONE VALERO WAY SAN ANTONIO, TX 78249		X

Signatures

/s/ J. Stephen Gilbert, Authorized Officer		12/16/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 4 is being filed jointly by Valero Energy Corporation (?Valero?), Valero Refining and Marketing Company (?VRMC?), Premcor USA Inc. (?Premcor USA?), Valero Terminaling and Distribution Company (?VTDC?), The Premcor Pipeline Co. (?Premcor Pipeline?), The Premcor Refining Group Inc. (?Premcor Refining?), Valero Refining Company-Tennessee, L.L.C. (?VRCT?) and Valero Energy Partners GP LLC (the ?General Partner?). VRMC and Premcor USA are wholly owned subsidiaries of Valero. VTDC is a wholly owned subsidiary of VRMC. The General Partner is a wholly owned subsidiary of VTDC. Premcor Pipeline and Premcor Refining are wholly owned subsidiaries of Premcor USA. VRCT is a wholly owned subsidiary of Premcor Refining. Accordingly, Valero may be deemed to indirectly beneficially own securities of Valero Energy Partners LP (the ?Partnership?) owned directly by VTDC, Premcor Pipeline, Premcor Refining, VRCT and the General Partner.
(2)	In connection with the closing of the initial public offering of the Partnership, VTDC, Premcor Pipeline, Premcor Refining, VRCT and the General Partner contributeed certain assets to the Partnership and (i) (A) VTDC received 2,070,019 common units and 5,164,289 subordinated units, (B) Premcor Pipeline received 7,734,994 common units and 19,297,278 subordinated units, (C) Premcor Refining received 719,502 common units and 1,795,015 subordinated units and (D) VRCT received 1,015,474 common units and 2,533,407 subordinated units, collectively representing a 68.6% limited partner interest in the Partnership and (ii) the General Partner received 1,175,102 general partner units, representing a 2% general partner interest in the Partnership, and incentive distribution rights represeting the right to receive an increasing percentage of quarterly distributions as set forth in the Partnership?s registration statement on Form S-1 (No. 333-191259) (the ?Regstration Statement?).
(3)	(continued from footnote 2) In certain circumstances, if the General Partner is removed as the general partner of the Partnership, the General Partner will have the right to convert its general partner interest and its incentive distribution rights into common units as set forth in the Registration Statement.
(4)	Each subordinated unit will convert into one common unit at the end of the subordination period as set forth in the Registration Statement.

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