X0202 4 2006-02-15 0001161154 SUNOCO LOGISTICS PARTNERS LP SXL 0001167741 SUNOCO PARTNERS LLC 1735 MARKET STREET PHILADELPHIA PA 19103-7583 0 0 1 1 General Partner Common Units 2006-02-15 4 M 0 2845910 0 A 6371915 D Subordinated Units 2006-02-15 4 M 0 2845910 0 D Common Units 2845910 5691819 D The conversion rate is 1 for 1. The transaction described herein is also exempt under Rule 16b-6(b) as the conversion of a derivative security, thus Transaction Code C is also applicable. Not Applicable Sunoco Partners LLC is the record and beneficial owner of the Common Units and Subordinated Units reported on this form. Each of Sunoco, Inc. (R&M), Sun Pipe Line Company, and Atlantic Refining & Marketing Corp., directly or indirectly, owns an interest in Sunoco Partners LLC and is a member of a group for purposes of Section 13(d) of the Exchange Act. This form comprises a joint filing by Sunoco Partners LLC; Sunoco, Inc. (R&M); Sun Pipe Line Company; and Atlantic Refining & Marketing Corp. 2,845,910 shares of Subordinated Units representing limited partner interests ("Subordinated Units") converted into an equal number of Common Units on February 15, 2006, pursuant to the terms of the Issuer's Second Amended and Restated Agreement of Limited Partnership, dated July 20, 2004, as amended. The joint filers are jointly filing this Form 4 and information regarding the joint filers other than Sunoco Partners LLC is set forth in Exhibit 99 to this Form 4. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed as admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. Bruce D. Davis, Jr., V.P., General Counsel & Secretary 2006-02-17