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SEC FORM 4 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^*

SUNOCO PARTNERS LLC

(Last)

(First)

(Middle)

1735 MARKET STREET

(Street)

PHILADELPHIA

19103-7583

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNOCO LOGISTICS PARTNERS LP [ SXL ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
General Partner

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	02/15/2006		M⁽¹⁾		2,845,910⁽²⁾	A	$0⁽³⁾	6,371,915	D⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subordinated Units	⁽⁵⁾	02/15/2006		M⁽¹⁾			2,845,910⁽²⁾	⁽³⁾	⁽³⁾	Common Units	2,845,910	$0⁽³⁾	5,691,819	D⁽⁴⁾

Explanation of Responses:

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.

2. 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.

3. Not Applicable

4. 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.

5. The conversion rate is 1 for 1.

	Bruce D. Davis, Jr., V.P., General Counsel & Secretary	02/17/2006
	** 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).
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.

Joint Filer Information   [Exhibit 99]



Name:  Sun Pipe Line Company*
Address:  1735 Market Street, Philadelphia, PA 19103
Designated Filer:  Sunoco Partners LLC
Issuer and Ticker Symbol:  Sunoco Logistics Partners L.P. (SXL)
Date of Event Requiring Statement:  02/15/2006
Signature:  /s/ Michael L. Preston, Secretary


Name:  Sunoco, Inc. (R&M)**
Address:  1735 Market Street, Philadelphia, PA 19103
Designated Filer:  Sunoco Partners LLC
Issuer and Ticker Symbol:  Sunoco Logistics Partners L.P. (SXL)
Date of Event Requiring Statement:  02/15/2006
Signature:  /s/ Michael L. Preston, VP and Assistant Secretary


Name:  Atlantic Refining & Marketing Corp.***
Address:  1735 Market Street, Philadelphia, PA 19103
Designated Filer:  Sunoco Partners LLC
Issuer and Ticker Symbol:  Sunoco Logistics Partners L.P. (SXL)
Date of Event Requiring Statement:  02/15/2006
Signature:  /s/ Michael L. Preston, Secretary



_____________________________
*Sun Pipe Line Company owns 67 percent of the membership interests in
Sunoco Partners LLC.
**Sunoco, Inc. (R&M) owns 13 percent of the membership interests in
Sunoco Partners LLC.
***Atlantic Refining & Marketing Corp. owns 20 percent of the membership
interests in Sunoco Partners LLC.