SEC FORM 3

SEC Form 3

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^*

Gvazdauskas Peter J

(Last)

(First)

(Middle)

1818 MARKET STREET, STE 1500

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2015

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

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

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

5. 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 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	19,109	D

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)
Restricted Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Units	24,353	⁽³⁾	D

Explanation of Responses:

1. The reporting person has received the following grants of Restricted Units pursuant to the Sunoco Partners LLC ("Company") Amended and Restated Long-Term Incentive Plan in transactions exempt under Rule 16b-3: (i) 10,000 Restricted Units (4,000 of which have vested), granted January 24, 2013, which vest incrementally over five years, (ii) 9,200 Restricted Units, granted January 29, 2014, which vest ratably in increments of sixty percent after three years and the additional forty percent after five years, and (iii) 9,153 Restricted Units, granted December 5, 2014, which vest ratably in increments of sixty percent after three years and the additional forty percent after five years, in each case of (i), (ii), and (iii) the vesting of which is contingent only upon the continued employment of the reporting person with the Company through the end of each respective vesting cycle.

2. Not applicable.

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

Remarks:

	Peggy J. Harrison, Attorney-in-fact for Mr. Gvazdauskas	06/10/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.