SEC Info - SunCoke Energy, Inc., et al. - ‘3’ for 1/17/13 re: SunCoke Energy Partners, L.P.

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sun Coal & Coke LLC

(Last)

(First)

(Middle)

1011 WARRENVILLE ROAD

SUITE 600

(Street)

LISLE

60532

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
1/17/13

3. Issuer Name and Ticker or Trading Symbol
SunCoke Energy Partners, L.P. [ SXCP ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	0 ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾	D
Common Units	0 ⁽²⁾ ⁽³⁾	I	See Footnotes ⁽²⁾ ⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Subordinated Units	⁽⁴⁾	⁽⁴⁾	Common Units	⁽⁴⁾ ⁽⁵⁾	⁽⁴⁾	D
Subordinated Units	⁽⁴⁾	⁽⁴⁾	Common Units	⁽⁴⁾ ⁽⁵⁾	⁽⁴⁾	I	See Footnote ⁽³⁾

1. Name and Address of Reporting Person^*

Sun Coal & Coke LLC

(Last)

(First)

(Middle)

1011 WARRENVILLE ROAD

SUITE 600

(Street)

LISLE

60532

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SunCoke Energy, Inc.

(Last)

(First)

(Middle)

1011 WARRENVILLE ROAD

SUITE 600

(Street)

LISLE

60532

(City)

(State)

(Zip)

Explanation of Responses:

(1) At the closing of the offering, Sun Coal & Coke LLC ("SC&C") will directly hold a 55.9% partnership interest in the Issuer.

(2) SunCoke Energy, Inc. ("SunCoke Inc.") and SC&C may also be deemed to beneficially own a 2% general partner interest in the Issuer through SunCoke Energy Partners GP LLC, a wholly owned subsidiary of SC&C.

(3) This Form 3 is jointly filed by SC&C and SunCoke Inc. SC&C is a wholly owned subsidiary of SunCoke Inc. SunCoke Inc. may be deemed to beneficially own SC&C's interest in the Issuer through its ability to control SC&C.

(4) The subordinated units will convert into common units on a one-for-one basis at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-183162).

(5) Pursuant to the Contribution, Conveyance and Assumption Agreement with the Issuer, SC&C will own 2,209,697 common units and 15,709,697 subordinated units, upon the closing of the Issuer's initial public offering. If the Issuer increases or decreases the number of common units to be sold to the public through the underwriters, the Issuer will correspondingly decrease or increase the number of common units to be issued to SC&C, respectively.

	/s/ Mark E. Newman, Authorized Signatory, Sun Coal & Coke LLC	1/17/13
	/s/ Mark E. Newman, SVP and CFO, SunCoke Energy, Inc.	1/17/13
	** Signature of Reporting Person	Date
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SunCoke Energy, Inc., et al. – ‘3’ for 1/17/13 re: SunCoke Energy Partners, L.P.

On: Thursday, 1/17/13, at 4:26pm ET · For: 1/17/13 · As: Director and 10% Owner · Accession #: 1209191-13-3493 · File #: 1-35782

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

SunCoke Energy, Inc., et al. – ‘3’ for 1/17/13 re: SunCoke Energy Partners, L.P.

On: Thursday, 1/17/13, at 4:26pm ET · For: 1/17/13 · As: Director and 10% Owner · Accession #: 1209191-13-3493 · File #: 1-35782

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents