Edgar Filing: Spencer Matthew

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 ^*

Spencer Matthew

2. Issuer Name and Ticker or Trading Symbol
GLOBAL PARTNERS LP [GLP]

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

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

(Last)

(First)

(Middle)

C/O GLOBAL PARTNERS LP, 800 SOUTH STREET, SUITE 500

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2018

(Street)

WALTHAM, MA 02453

4. If Amendment, Date 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

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	08/01/2018		M		1,751	A	$ 0 ⁽¹⁾	3,499	D
Common units representing limited partner interests	08/01/2018		F		513 ⁽²⁾	D	$ 19 ⁽³⁾	2,986	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Phantom Units ⁽⁴⁾

$ 0 ⁽¹⁾

08/01/2018

1,751

⁽⁵⁾

Common units representing limited partner interests

1,751

$ 0

3,502

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Spencer Matthew C/O GLOBAL PARTNERS LP 800 SOUTH STREET, SUITE 500 WALTHAM, MA 02453			Chief Accounting Officer

Signatures

Edward J. Faneuil, Attorney-in-Fact for Matthew Spencer		08/02/2018
^**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)	Each phantom unit representing the right to receive one Common Unit upon vesting ("Phantom Unit") converts into a common unit representing a limited partner interest in the Issuer ("Common Unit") on a one-for-one basis.
(2)	Each Common Unit was withheld at the request of the Reporting Person to satisfy the tax withholding obligations of the Reporting Person.
(3)	The Issuer's closing market price on July 31, 2018.
(4)	Each Phantom Unit is the economic equivalent of one Common Unit.
(5)	Pursuant to a Grant Agreement dated August 11, 2014, the Reporting Person was granted 5,253 Phantom Units. Upon satisfying the vesting conditions set forth in said Grant Agreement, the Phantom Units vest as follows: 33 1/3% on August 1, 2018, 66 2/3% on August 1, 2019 and 100% on August 1, 2020.
Remarks: Remarks: Mr. Matthew Spencer is the Chief Accounting Officer of Global GP LLC, the general partner of Global Partners LP, the Issuer.

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