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 *
DUFFIELD MILKIE
   2. Issuer Name and Ticker or Trading Symbol
CEDAR FAIR L P [FUN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP - General Counsel
(Last)
(First)
(Middle)
ONE CEDAR POINT DR		 3. Date of Earliest Transaction (Month/Day/Year)
02/25/2015
(Street)

SANDUSKY, OH 44870		 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)
Code V Amount (A) or (D) Price
Units of Limited Partner Interest 02/25/2015   A   2,624 A (1) 40,560 D  
Units of Limited Partner Interest 02/25/2015   A   3,423 A $ 0 43,983 D  
Units of Limited Partner Interest 02/26/2015   F   1,711 (2) D $ 55.68 42,272 D  
Units of Limited Partner Interest 02/26/2015   F   226 (3) D $ 55.68 42,046 D  
Units of Limited Partner Interest               271 I By Spouse

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
call options to purchase limited partnership units $ 36.95               (4) 02/26/2023 Units of Limited Partner Interest 18,104   18,104 D  
call options to purchase limited partnership units $ 29.53               (5) 03/27/2022 Units of Limited Partner Interest 12,386   12,386 D  
Phantom Units (6)             03/03/2014(7) 03/03/2015(7) Units of Limited Partner Interest 3,809   3,809 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DUFFIELD MILKIE
ONE CEDAR POINT DR
SANDUSKY, OH 44870		       Executive VP - General Counsel  

Signatures

 Duffield E. Milkie   02/27/2015
**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) These units were granted pursuant to the Partnership's 2008 Omnibus Incentive Plan.
(2) Units were withheld to satisfy tax liability in connection with vesting of performance units.
(3) Units were withheld to satisfy tax liability in connection with vesting of restricted units.
(4) Options vest at a rate of 33% per year on each anniversary date, beginning on February 26, 2014.
(5) Options vest at a rate of 33% per year on each anniversary date, beginning on March 27, 2013.
(6) Each phantom unit is the economic equivalent of one limited partner unit in Cedar Fair, L.P.
(7) This award vests in two equal installments on March 3, 2014 and 2015, respectively, assuming the grantee continues to be employed with the Company.

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