Equity

As of September 30, 2012, SUSS owned 14,436 common units and 10,939,436 subordinated units, which together constitute a 50.1% ownership interest in us. We issued 10,925,000 common units to the public in connection with our IPO. The summarized changes in the carrying amount of our equity are as follows (in thousands):



				Partnership
	Susser Petroleum Company LLC Predecessor			Common - Public			Common - Affiliates			Subordinated - Affiliates			Total
Balance at December 31, 2011	$	115,813		$	—		$	—		$	—		$	115,813
Predecessor income through September 24, 2012	8,420			—			—			—			8,420
Balance at September 25, 2012 (date of the IPO)	$	124,233		$	—		$	—		$	—		$	124,233
Net liabilities not assumed by SUSP	(56,163		)	—			—			—			(56,163		)
Allocation of net Parent investment to unitholders	(68,070		)	—			90			67,980			—
Proceeds from initial public offering, net of underwriters' discount	—			210,647			—			—			210,647
Offering costs	—			(4,617		)	—			—			(4,617		)
Cash distributions	—			—			(273		)	(205,757		)	(206,030		)
Non-cash stock based compensation	—			3			—			3			6
Partnership earnings September 25 through September 30, 2012	—			287			—			287			574
Balance at September 30, 2012	$	—		$	206,320		$	(183	)	$	(137,487	)	$	68,650

Allocations of Net Income. Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to SUSS.

The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):



Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Common Units
	Three Months Ended September 30, 2012			Nine Months Ended September 30, 2012
Distributions (a)	$	312		$	312
Undistributed earnings	(25		)	(25		)
Limited partners' interest in net income subsequent to initial public offering	$	287		$	287

Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Subordinated Units
	Three Months Ended September 30, 2012			Nine Months Ended September 30, 2012
Distributions (a)	$	312		$	312
Undistributed earnings	(25		)	(25		)
Limited partners' interest in net income subsequent to initial public offering	$	287		$	287

(a) Distributions declared per unit	$0.0285			$0.0285

Incentive Distribution Rights. The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and SUSS (in its capacity as the holder of our IDRs) based on the specified target distribution levels. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of SUSS and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount”. The percentage interests shown for our unitholders and SUSS for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for SUSS assume that there are no arrearages on common units and that SUSS continues to own all of the IDRs.



			Marginal percentage interest in distributions
	Total quarterly distribution per unit target amount		Unitholders		SUSS
Minimum Quarterly Distribution	$	0.4375	100	%	—
First Target Distribution	Above $0.4375 up to $0.503125		100	%	—
Second Target Distribution	Above $0.503125 up to $0.546875		85	%	15	%
Third Target Distribution	Above $0.546875 up to $0.656250		75	%	25	%
Thereafter	Above $0.656250		50	%	50	%

Cash distributions. Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders will receive. In accordance with our partnership agreement, on November 5, 2012, we declared a quarterly cash distribution totaling $624 thousand, or $0.0285 per unit. The quarterly cash distribution for the three months ended September 30, 2012 was calculated as the minimum quarterly cash distribution of $0.4375 prorated for the period beginning September 25, 2012, the date SUSP commenced operations. This distribution will be paid on November 29, 2012 to unitholders of record on November 19, 2012. There were no distributions declared or paid prior to this distribution.