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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (Right to Buy) (2) | $ 22.31 | 01/17/2012 | J | 50,519 | 01/17/2012 | 03/30/2017 | Common Stock | 50,519 | $ 0 | 50,519 | D | ||||
| Stock Options (Right to Buy) (2) | $ 20.26 | 01/17/2012 | J | 59,992 | 01/17/2012 | 12/05/2017 | Common Stock | 59,992 | $ 0 | 59,992 | D | ||||
| Stock Options (Right to Buy) (2) | $ 11.18 | 01/17/2012 | J | 88,725 | 01/17/2012 | 12/03/2018 | Common Stock | 88,725 | $ 0 | 88,725 | D | ||||
| Stock Options (Right to Buy) (2) | $ 8.93 | 01/17/2012 | J | 74,832 | 01/17/2012(3) | 03/03/2020 | Common Stock | 74,832 | $ 0 | 74,832 | D | ||||
| Common Stock Units (2) (6) | (4) | 01/17/2012 | J | 15,786 | (5) | (5) | Common Stock | 15,786 | $ 0 | 15,786 | D | ||||
| Common Stock Units (2) (7) | (4) | 01/17/2012 | J | 30,816 | (5) | (5) | Common Stock | 30,816 | $ 0 | 30,816 | D | ||||
| Common Stock Units (2) (8) | (4) | 01/17/2012 | J | 49,382 | (5) | (5) | Common Stock | 49,382 | $ 0 | 49,382 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Thomson Michael J 1011 WARRENVILLE ROAD SUITE 600 LISLE, IL 60532 |
President & COO | |||
| /s/ Jaime M. Lamana, attorney-in-fact | 02/10/2012 | |
| **Signature of Reporting Person | Date |
| * | 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) | Conversion rate is 1 for 1. |
| (5) | Not applicable. |
| (6) | The Common Stock Units ("CSUs") vest and settle in two equal installments on July 1, 2012 and July 1, 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. |
| (7) | The CSUs will vest and settle on December 1, 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) | One-third of the CSUs vested on March 2, 2011 and the remaining will vest and settle in two equal installments on March 2, 2012 and March 2, 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. |