Edgar Filing: Thomson Michael J

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 ^*

Thomson Michael J

2. Issuer Name and Ticker or Trading Symbol
SunCoke Energy, Inc. [SXC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
President & COO

(Last)

(First)

(Middle)

1011 WARRENVILLE ROAD, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2012

(Street)

LISLE, IL 60532

4. If Amendment, Date Original Filed(Month/Day/Year)
01/19/2012

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/17/2012		J		469	A	$ 0 ⁽¹⁾	469	I	By Sunoco, Inc. ESOP Trust
Common Stock	01/17/2012		J		12,183	A	$ 0 ⁽¹⁾	37,183	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy) ⁽²⁾

$ 22.31

01/17/2012

50,519

01/17/2012

03/30/2017

Common Stock

50,519

$ 0

50,519

Stock Options (Right to Buy) ⁽²⁾

$ 20.26

01/17/2012

59,992

01/17/2012

12/05/2017

Common Stock

59,992

$ 0

59,992

Stock Options (Right to Buy) ⁽²⁾

$ 11.18

01/17/2012

88,725

01/17/2012

12/03/2018

Common Stock

88,725

$ 0

88,725

Stock Options (Right to Buy) ⁽²⁾

$ 8.93

01/17/2012

74,832

01/17/2012⁽³⁾

03/03/2020

Common Stock

74,832

$ 0

74,832

Common Stock Units ⁽²⁾ ⁽⁴⁾

⁽⁵⁾

01/17/2012

15,786

⁽⁶⁾

Common Stock

15,786

$ 0

15,786

Common Stock Units ⁽²⁾ ⁽⁷⁾

⁽⁵⁾

01/17/2012

30,816

⁽⁶⁾

Common Stock

30,816

$ 0

30,816

Common Stock Units ⁽²⁾ ⁽⁸⁾

⁽⁵⁾

01/17/2012

28,227

⁽⁶⁾

Common Stock

28,227

$ 0

28,227

Common Stock Units ⁽²⁾ ⁽⁹⁾

⁽⁵⁾

01/17/2012

21,155

⁽⁶⁾

Common Stock

21,155

$ 0

21,155

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Thomson Michael J 1011 WARRENVILLE ROAD SUITE 600 LISLE, IL 60532				President & COO

Signatures

/s/Alison M. Rhoten, attorney-in-fact		03/27/2012
^**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)	The amount reported in this row is based on the distribution by Sunoco, Inc. ("Sunoco") of 56,660,000 shares of common stock, par value $0.01 per share, of SunCoke Energy, Inc. ("SunCoke") owned by Sunoco to Sunoco stockholders of record on the close of business on January 5, 2012. (the "Distribution"). The Distribution was completed on January 17, 2012.
(2)	Equity awards awarded under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan relating to the adjustment of Sunoco equity awards in connection with the Distribution. The terms of the adjustment of the reporting person's Sunoco equity awards were set forth in the Separation and Distribution Agreement by and between SunCoke and Sunoco, dated as of July 18, 2011 and were approved by SunCoke's board of directors.
(3)	Stock options with respect to 24,944 shares of common stock are vested as of January 17, 2012. The remainder of the stock options vest in two equal installments on March 2, 2012 and March 2, 2013.
(4)	The Common Stock Units ("CSUs") will vest and settle in two equal installments on July 2, 2012 and July 2, 2013, respectively, subject to continued employment of the reporting person through the applicable vesting date. Reporting person will also receive an amount equal to the cash dividends that would have paid out had he been the holder of shares of SunCoke common stock equal to the number of CSUs that are vested and settled, if any.
(5)	Conversion rate is 1 for 1.
(6)	Not applicable.
(7)	The CSUs will vest and settle on December 2, 2012, subject to continued employment of the reporting person through the applicable vesting date. Reporting person will also receive an amount equal to the cash dividends that would have paid out had he been the holder of shares of SunCoke common stock equal to the number of CSUs that are vested and settled, if any.
(8)	The CSUs will vest and settle on March 3, 2013, subject to continued employment of the reporting person through the applicable vesting date. Reporting person will also receive an amount equal to the cash dividends that would have paid out had he been the holder of shares of SunCoke common stock equal to the number of CSUs that are vested and settled, if any.
(9)	The CSUs will vest and settle on January 1, 2013, subject to continued employment of the reporting person through the applicable vesting date. Reporting person will also receive an amount equal to the cash dividends that would have paid out had he been the holder of shares of SunCoke common stock equal to the number of CSUs that are vested and settled.

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