SEC Form 3
FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL	

OMB Number:	
3235-0104	

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1. Name and Address of Reporting Person *
Yorktown VI Associates LLC	

(Last)	
(First)	
(Middle)	

410 PARK AVENUE	

19TH FLOOR	

(Street)
NEW YORK	
NY	
10022	

(City)	
(State)	
(Zip)	

	2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2017	3. Issuer Name and Ticker or Trading Symbol
STAR GAS PARTNERS LP [ SGU ]	 	
 	 	4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 	
Director	
X	
10% Owner	

 	
Officer (give title below)	
 	
Other (specify below)	

 	

 	5. 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 Beneficially Owned	
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)	
Common Units	10,546,567(1)(2)	I	See footnote(3)	
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)	 	
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)	3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)	 	
 	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	 	 	 	 	
Explanation of Responses:	
1. After the close of the market trading session on February 16, 2017, Kestrel Energy Partners, LLC ("Kestrel") made an in-kind distribution of common units of Star Gas Partners, L.P. ("Star Gas") pro rata to its members. As a member of Kestrel, Yorktown Energy Partners VI, L.P. did not hold a pecuniary interest in the common units of Star Gas held by Kestrel prior to the in-kind distribution.	
2. The reporting entity disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting entity is the beneficial owner of the securities for Section 16 or any other purpose.	
3. These securities are owned directly by Yorktown Energy Partners VI, L.P. The reporting person is the general partner of Yorktown VI Company LP, the general partner of Yorktown Energy Partners VI, L.P.	
Remarks:	
 	
 	/s/ Bryan H. Lawrence, Manager	02/21/2017	
 	** Signature of Reporting Person	Date	
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
* If the form is filed by more than one reporting person, see Instruction 5 (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).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.