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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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*
HENDERSON FREDERICK A

(Last) (First) (Middle)
1011 WARRENVILLE ROAD
SUITE 600

(Street)
LISLE IL 60532

(City) (State) (Zip)
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)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2012
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 Stock 03/15/2012 M (1) 1,136.236 A $14.43 29,136.236 D
Common Stock 03/15/2012 D (1) 1,136.236 D $14.43 28,000 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
Deferred Share Units (3) 03/15/2012 M (4) 1,136.236 (2) (2) Common Stock 1,136.236 $0 2,272.472 D
Explanation of Responses:
1. Settlement of deferred share units granted under the Sunoco, Inc. Executive Involuntary Deferred Compensation Plan (the "Plan"). Pursuant to applicable SEC reporting requirements, the settlement of the deferred share units for cash is reported on this Form 4 as disposition of the deferred share units being settled in exchange for the acquisition of the underlying stock and a simulatenous disposition of the underlying stock to the issuer for cash.
2. Not applicable.
3. Conversion rate is 1 for 1.
4. Settlement of 1,136.236 share units (first of three annual installments) for cash, pursuant to the Plan. Settlement of these deferred share units is reported on this Form 4 as a disposition of the deferred share units being settled in exchange for the acquisition of the underlying stock and simultaneous disposition of the underlying stock to the issuer for cash.
/s/ Jaime M. Lamana, attorney-in-fact 03/19/2012
** 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 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).
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