FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
STEINHART RONALD G

(Last) (First) (Middle)
C/O SUSSER HOLDINGS CORPORATION
4525 AYERS STREET

(Street)
CORPUS CHRISTI TX 78415

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Susser Holdings CORP [ SUSS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/29/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 Stock, par value $0.01 per share 08/29/2014   D   25,600 D (1) 0 D  
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 11.67 08/29/2014   D     9,439   (2) 09/16/2019 Common Stock 9,439.00 $ 70.05 (3) 0 D  
Explanation of Responses:
1. Disposed of pursuant to merger agreement (the "merger agreement") between issuer and Energy Transfer Partners, L.P. (NYSE: ETP). Pursuant to the merger agreement, stockholders of the Issuer received, for each share of Common Stock they owned as of immediately prior to the merger, a combination of $40.125 in cash and 0.7253 of an ETP common unit (the "standard mix"). Instead of the standard mix, stockholders could elect to receive $80.25 in cash or to receive 1.4506 ETP common units, for each share of Common Stock owned immediately prior to the merger, subject to potential proration per the terms of the merger agreement.
2. One-half of these stock options vested on September 16, 2013, and the remaining one-half was scheduled to vest on September 16, 2014
3. Pursuant to merger agreement, each award of stock options outstanding immediately prior to the effective time of the merger, whether or not vested, became fully vested and was converted into the right to receive a cash payment equal to (a) the number of shares of the Issuer's Common Stock subject to the stock option, multiplied by (b) the excess, if any, of $81.72 , over the exercise price per share of the Issuer's Common Stock subject to such option, less any applicable withholding or other taxes.
/s/ Mary E. Sullivan, Attorney-in-Fact 09/03/2014
** Signature of Reporting Person Date
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