X0304 4 2012-03-09 0000095304 SUNOCO INC SUN 0001174598 KROTT JOSEPH P 1818 MARKET STREET SUITE 1500 PHILADELPHIA PA 19103-7583 1 Comptroller Common Stock 2012-03-09 4 M 0 880 0 A 6480 D Common Stock 2012-03-09 4 F 0 313 39.42 D 6167 D Common Stock Unit 2012-03-09 4 M 0 880 0 D Common Stock 880 1760 D Vesting and payout of 880 restricted common stock units, awarded in March 2011 pursuant to the Sunoco, Inc. Long-Term Performance Enhancement Plan III ("LTPEPIII"), for net of 567 shares of Sunoco, Inc. common stock issued to reporting person (313 shares used for tax withholding obligation). Award of restricted common stock units pursuant to the Sunoco, Inc. LTPEPIII in a transaction exempt under Rule 16b-3. These restricted common stock units vest ratably in increments of one-third at the end of each of three annual vesting cycles. Incremental settlement is contingent only upon the continued employment of reporting person with the Company through the end of each annual vesting cycle. Conversion rate is 1 for 1. Not Applicable /s/ John J. DiRocco, Jr., Attorney-in-Fact 2012-03-13