Correspondence 0001193125-24-083271 from Sunoco LP (SUN) (CIK 0001552275) (SUN)
Sunoco LP (SUN) (CIK 0001552275)
Date: April 1, 2024 · CIK: 0001552275 · Accession: 0001193125-24-083271
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File numbers found in text: 333-277369
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CORRESP 1 filename1.htm CORRESP VIA EDGAR Sunoco LP 8111 Westchester Drive, Suite 400 Dallas, TX 75225 April 1, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street NE Washington, D.C. 20549 Attention: Claudia Rios Irene Barberena-Meissner Re: Sunoco LP Registration Statement on Form S-4 Filed February 26, 2024 File No. 333-277369 Dear Ms. Rios and Ms. Barberena-Meissner: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Sunoco LP (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-277369) filed by the Registrant on February 26, 2024, as amended by Amendment No. 1 filed on March 20, 2024 (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern time, on April 3, 2024 or as soon as reasonably practicable thereafter. If you have any questions, please feel free to contact Sachin Kohli at 212-310-8294 or by e-mail at sachin.kohli@weil.com. In addition, please notify Mr. Kohli when this request for acceleration has been granted. [Remainder of Page Intentionally Left Blank] Very truly yours, Sunoco LP By: /s/ Scott D. Grischow Name: Scott D. Grischow Title: Senior Vice President, Finance and Treasurer cc: Sachin Kohli Weil, Gotshal & Manges LLP