Entry into a Material Definitive

Effective November1, 2017, Star
Group, L.P. executed the Third Amended and Restated Agreement of Limited Partnership of Star Group, L.P. (the Company) to give effect to the Companys change in federal income tax classification from a partnership to a corporation
and to make the other amendments described in the Partnerships Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on September15, 2017, which description is incorporated by reference
herein.

A copy of the Third Amended and Restated Agreement of Limited Partnership of Star Group, L.P. is attached hereto as Exhibit 3.1.




Item9.01


Financial Statement and Exhibits.

(d) Exhibits.





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Exhibit3.1



Third Amended and Restated Agreement of Limited Partnership of Star Group, L.P.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.








STAR GROUP, L.P.





By: Kestrel Heat, LLC (General Partner)






By:



/s/ Richard Ambury



Name:



Richard Ambury



Title:



Chief Financial Officer


Date: November6, 2017



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