Energy Transfer Operating (ET+E) Form 4 SUNOCO LOGISTICS PARTNERS / Martin Salinas ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Salinas Martin

(Last) (First) (Middle)

800 E SONTERRA BLVD SUITE 400

(Street)

SAN ANTONIO TX 78258

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNOCO LOGISTICS PARTNERS L.P. [ SXL ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2015

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Units	05/13/2015		A		32,600(3)	A	$0	46,769	D
Common Units	05/13/2015		F		13,679	D	$43.859	33,090	D

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 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: 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
Restricted Units	(1)	05/12/2015		M			32,600	(2)	(2)	Common Units	32,600(3)	$0	0	D

Explanation of Responses:

1. Each Restricted Unit represents a contingent right to receive one Common Unit of SXL.

2. Not applicable.

3. In connection with Mr. Salinas' termination of employment, Mr. Salinas and Energy Transfer Partners, L.P. entered into a Separation and Non-Solicit Agreement and Full Release of Claims (the "Separation Agreement"), which became effective on May 9, 2015. The Separation Agreement provided for, among other things, acceleration of the vesting of all unvested restricted common units awarded to Mr. Salinas pursuant to the terms of the Sunoco Partners LLC Long-Term Incentive Plan, as amended (the "SXL Unit Plan"). As of May 9, 2015, Mr. Salinas had outstanding awards under the SXL Unit Plan of 32,600 restricted common units that were otherwise not scheduled to vest until after Mr. Salinas' termination of employment.

	Peggy J. Harrison, Attorney-in-fact for Mr. Salinas	05/14/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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