Hartree Partners, LP, et al. – ‘SC 13G’ on 3/27/20 re: Sprague Resources LP

On:  Friday, 3/27/20, at 9:18pm ET   ·   As of:  3/30/20   ·   Accession #:  1597857-20-6   ·   File #:  5-87698

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Statement of Acquisition of Beneficial Ownership by a Passive Investor   —   Sch. 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Acquisition of Beneficial Ownership       8±    26K 
                by a Passive Investor                                            

Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          
SCHEDULE 13G                                                                    
Under the Securities Exchange Act of 1934                                       

Sprague Resources LP                                                            
(Name of Issuer)                                                                
Common Partnership Interest                                                     
(Title of Class of Securities)                                                  
849343108                                                                       
(CUSIP Number)                                                                  
March 19, 2020                                                                  
(Date of Event which Requires Filing of this Statement)                         
Check the appropriate box to designate the rule pursuant to                     
which this Schedule is filed:                                                   
|_|Rule 13d-1(b)                                                      
|X| Rule 13d-1(c)                                                     
|_| Rule 13d-1(d)                                                     
* 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                              
disclosures provided in a prior cover page.                                     
The information required on 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.                                                                              

NAMES OF REPORTING PERSONS                                                      
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS                                     
(ENTITIES ONLY)                                                                 

Hartree Partners, LP                                                            
13-3937429                                                                      

2.                                                                              

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                
(see instructions)                                                              
(a)    |_|                                                                      
(b)    |_|                                                                      

3.                                                                              

SEC USE ONLY                                                                    

4.                                                                              

CITIZENSHIP OR PLACE OF ORGANIZATION                                            

Delaware                                                                        

NUMBER OF                                                                       
SHARES                                                                          
BENEFICIALLY                                                                    
OWNED BY                                                                        
EACH                                                                            
REPORTING                                                                       
PERSON WITH                                                                     

5.                                                                              

SOLE VOTING POWER                                                               

1,850,000                                                                       

6.                                                                              

SHARED VOTING POWER                                                             

0                                                                               

7.                                                                              

SOLE DISPOSITIVE POWER                                                          

1,850,000                                                                       

8.                                                                              

SHARED DISPOSITIVE POWER                                                        

0                                                                               

9.                                                                              

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                                     
REPORTING PERSON                                                                

1,850,000                                                                       

10.                                                                             

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                               
CERTAIN SHARES                                                                  
(see instructions)    |_|                                                       

11.                                                                             

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                               

8.09% (1)                                                                       

12.                                                                             

TYPE OF REPORTING PERSON (see instructions)                                     

PN                                                                              

(1) All calculations of beneficial ownership are based on a                     
total of 22,869,059 common units of the Issuer outstanding                      
as of March 5, 2020, as reported in the Issuer's Annual                         
Report on Form 10-K for the year ended December 31, 2019.                       

1.                                                                              

NAMES OF REPORTING PERSONS                                                      
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS                                     
(ENTITIES ONLY)                                                                 

Hartree Partners GP, LLC                                                        
81-2508333                                                                      

2.                                                                              

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                
(see instructions)                                                              
(a)    |_|                                                                      
(b)    |_|                                                                      

3.                                                                              

SEC USE ONLY                                                                    

4.                                                                              

CITIZENSHIP OR PLACE OF ORGANIZATION                                            

Delaware                                                                        

NUMBER OF                                                                       
SHARES                                                                          
BENEFICIALLY                                                                    
OWNED BY                                                                        
EACH                                                                            
REPORTING                                                                       
PERSON WITH                                                                     

5.                                                                              

SOLE VOTING POWER                                                               

1,850,000                                                                       

6.                                                                              

SHARED VOTING POWER                                                             

0                                                                               

7.                                                                              

SOLE DISPOSITIVE POWER                                                          

1,850,000                                                                       

8.                                                                              

SHARED DISPOSITIVE POWER                                                        

0                                                                               

9.                                                                              

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                                     
REPORTING PERSON                                                                

1,850,000 (1)                                                                   

10.                                                                             

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                               
CERTAIN SHARES                                                                  
(see instructions)    |_|                                                       

11.                                                                             

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                               

8.09% (2)                                                                       

12.                                                                             

TYPE OF REPORTING PERSON (see instructions)                                     

OO                                                                              

(1) Solely in its capacity as the general partner of Hartree                    
Partners, LP                                                                    
(2) All calculations of beneficial ownership are based on a                     
total of 22,869,059 common units of the Issuer outstanding                      
as of March 5, 2020, as reported in the Issuer's Annual                         
Report on Form 10-K for the year ended December 31, 2019.                       

Item 1.                                                                         

(a)                                                                             
Name of Issuer                                                                  
Sprague Resources LP                                                            

(b)                                                                             
Address of Issuer's Principal Executive Offices                                 
Two International Drive, Suite 200, Portsmouth, NH                              
03801                                                                           
Item 2.                                                                         

(a)                                                                             
Name of Person Filing                                                         

Each of the following is hereinafter individually                               
referred to as a "Reporting Person" and collectively as                         
the "Reporting Persons." This statement is filed on                             
behalf of:                                                                      

1.      Hartree Partners, LP, a Delaware limited                                
partnership ("Hartree"); and                                                    
2.      Hartree Partners GP, LLC, a Delaware limited                            
liability company ("Hartree GP"), solely in its                                 
capacity as the general partner of Hartree. The                                 
management committee of Hartree GP is comprised of                              
six members and such committee establishes the                                  
Trading Guidelines of Hartree.                                                  

(b)                                                                             
Address of the Principal Office or, if none, residence                        

The address of the principal business office of each of                         
the Reporting Persons is 1185 Ave of the Americas, New                          
York, NY 10036                                                                  

(c)                                                                             
Citizenship                                                                   
Hartree                                                                         
Hartree GP                                                                      

Delaware                                                                        
Delaware                                                                        

(d)                                                                             
Title of Class of                                                             
Securities                                                                      
Common Partnership Interest                                                     

(e)                                                                             
CUSIP Number                                                                  
849343108                                                                       

Item 3.  If this statement is filed pursuant to Sections                        
240.13d-1(b) or 240.13d-2(b) or (c), check whether the                          
person filing is a:                                                             

(a)                                                                             
|_|                                                                             
Broker or dealer registered under section 15 of the                             
Act (15 U.S.C. 78o).                                                            

(b)                                                                             
|_|                                                                             
Bank as defined in section 3(a)(6) of the Act (15                               
U.S.C. 78c).                                                                    

(c)                                                                             
|_|                                                                             
Insurance company as defined in section 3(a)(19) of                             
the Act (15 U.S.C. 78c).                                                        

(d)                                                                             
|_|                                                                             
Investment company registered under section 8 of the                            
Investment Company Act of 1940 (15 U.S.C. 80a-8).                               

(e)                                                                             
|_|                                                                             
An investment adviser in accordance with Section                                
240.13d-1(b)(1)(ii)(E);                                                         

(f)                                                                             
|_|                                                                             
An employee benefit plan or endowment fund in                                   
accordance with Section 240.13d-1(b)(1)(ii)(F);                                 

(g)                                                                             
|_|                                                                             
A parent holding company or control person in                                   
accordance with Section 240.13d-1(b)(1)(ii)(G);                                 

(h)                                                                             
|_|                                                                             
A savings associations as defined in Section 3(b) of                            
the Federal Deposit Insurance Act (12 U.S.C. 1813);                             

(i)                                                                             
|_|                                                                             
A church plan that is excluded from the definition of                           
an investment company under section 3(c)(14) of the                             
Investment Company Act of 1940 (15 U.S.C. 80a-3);                               

(j)                                                                             
|_|                                                                             
Group, in accordance with Section 240.13d-                                      
1(b)(1)(ii)(J).                                                                 
Item 4.  Ownership.                                                             
The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9                    
and 11 in each of their respective cover pages to this                          
Schedule 13G are incorporated herein by reference.                              
Hartree GP, in its capacity as the general partner of                           
Hartree, is responsible for the management and control of                       
Hartree. Hartree GP holds 100% of the general partnership                       
interest of Hartree. The management committee of Hartree GP                     
is comprised of six members and such committee establishes                      
the Trading Guidelines of Hartree.                                              
Item 5.  Ownership of Five Percent or Less of a Class.                          
If this statement is being filed to report the fact that as                     
of the date hereof the reporting person has ceased to be the                    
beneficial owner of more than five percent of the class of                      
securities, check the following     |_|.                                        
Item 6.  Ownership of More than Five Percent on Behalf of                       
Another Person.                                                                 
Not Applicable.                                                               
Item 7.  Identification and Classification of the Subsidiary                    
Which Acquired the Security Being Reported on By the Parent                     
Holding Company.                                                                
See disclosure in Item 2.                                                       
Item 8.  Identification and Classification of Members of the                    
Group.                                                                          
Not applicable.                                                                 
Item 9.  Notice of Dissolution of Group.                                        
Not applicable.                                                                 
Item 10.  Certification.                                                        

By signing below I certify that, to the best of my                              
knowledge and belief, the securities referred to above                          
were not acquired and are not held for the purpose of                           
or with the effect of changing or influencing the                               
control of the issuer of the securities and were not                            
acquired and are not held in connection with or as a                            
participant in any transaction having that purpose or                           
effect.                                                                         

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.                                        
HARTREE PARTNERS, LP,                                                     
By HARTREE PARTNERS GP, LLC,                                              
its general partner                                                       
By:  /s/ Stephen Hendel                                                   
s                                                                               
Name/Title: Stephen Hendel/Authorized Signatory                           

HARTREE PARTNERS GP, LLC                                                  
By:  /s/ Stephen Hendel                                                   
Name/Title: Stephen Hendel/Authorized Signatory                           

JOINT FILING AGREEMENT                                                          
The undersigned acknowledge and agree that the                      
foregoing statement on Schedule 13G is filed on behalf of                       
each of the undersigned and that all subsequent amendments                      
to this statement on Schedule 13G shall be filed on behalf                      
of each of the undersigned without the necessity of filing                      
additional joint filing agreements. The undersigned                             
acknowledge that each shall be responsible for the timely                       
filing of such amendments, and for the completeness and                         
accuracy of the information concerning him or it contained                      
herein and therein, but shall not be responsible for the                        
completeness and accuracy of the information concerning the                     
others, except to the extent that he or it knows or has                         
reason to believe that such information is inaccurate.                          
Dated March 27, 2020                                                          

HARTREE PARTNERS, LP,                                                     
By HARTREE PARTNERS GP, LLC,                                              
its general partner                                                       
By:  /s/ Stephen Hendel                                                   
s                                                                               
Name/Title: Stephen Hendel/Authorized Signatory                           

HARTREE PARTNERS GP, LLC                                                  
By:  /s/ Stephen Hendel                                                   
Name/Title: Stephen Hendel/Authorized Signatory                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed as of:		3/30/20
Filed on:		3/27/20		8-K,  SC 13D/A
		3/19/20
		3/5/20		10-K,  8-K
		12/31/19		10-K,  13F-HR,  13F-HR/A
				List all Filings