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

1. Name and Address of Reporting Person *

VALERO ENERGY CORP/TX
2. Issuer Name and Ticker or Trading Symbol

VALERO ENERGY PARTNERS LP [ VLP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE VALERO WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

1/10/2019
(Street)

SAN ANTONIO, TX 78249
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common units representing limited partner interests   (1) 1/10/2019     J (2)    22493484   (2) A $42.25   (2) 46768586   (1) (2) (3) I   (1) (3) See footnotes   (1) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  This Form 4 is being filed jointly by Valero Energy Corporation ("Valero"), Valero Terminaling and Distribution Company ("VTDC") and Valero Energy Partners GP LLC (the "General Partner"). The common stock of VTDC is owned by various indirect, wholly owned subsidiaries of Valero. On November 8, 2018, for U.S. tax purposes, VTDC contributed (the "Contribution") 1,413,512 common units representing limited partner interests (the "Common Units") in Valero Energy Partners LP (the "Partnership") to Valero Forest Contribution LLC ("Contribution Sub") in exchange for all of the limited liability company interests of Contribution Sub. The Contribution did not result in any change in beneficial ownership of the Common Units owned by either Valero or VTDC. Both the General Partner and Contribution Sub are wholly owned subsidiaries of VTDC. Accordingly, Valero may be deemed to indirectly beneficially own securities of the Partnership owned directly by VTDC, the General Partner and Contribution Sub.
(2)  Pursuant to the Agreement and Plan of Merger dated as of October 18, 2018, by and among Valero, Forest Merger Sub, LLC ("Merger Sub"), the Partnership and the General Partner, the Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing to exist as a Delaware limited partnership. At the at the effective time of the Merger (the "Effective Time"), each Common Unit, other than Common Units owned by Valero and its subsidiaries, was converted into the right to receive $42.25 per Common Unit in cash without any interest thereon and all such Common Units were automatically cancelled and ceased to exist.
(3)  In certain circumstances, if the General Partner is removed as the general partner of the Partnership, the General Partner will have the right to convert its general partner interest and its incentive distribution rights into Common Units as set forth in the Partnership's partnership agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VALERO ENERGY CORP/TX
ONE VALERO WAY
SAN ANTONIO, TX 78249

X

Valero Terminaling & Distribution Co
ONE VALERO WAY
SAN ANTONIO, TX 78249

X

VALERO ENERGY PARTNERS GP LLC
ONE VALERO WAY
SAN ANTONIO, TX 78249

X


Signatures
/s/ Ethan A. Jones, Officer 1/10/2019
** 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 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).
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 control number.
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