Sec Form 3 Filing - SunCoke Energy Partners GP LLC @ SunCoke Energy Partners, L.P. - 2013-01-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SunCoke Energy Partners GP LLC
2. Issuer Name and Ticker or Trading Symbol
SunCoke Energy Partners, L.P. [ SXCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1011 WARRENVILLE ROAD, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2013
(Street)
LISLE, IL60532
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Units 0 ( 1 ) ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SunCoke Energy Partners GP LLC
1011 WARRENVILLE ROAD
SUITE 600
LISLE, IL60532
X
Signatures
/s/ Mark E. Newman, SVP and CFO, SunCoke Energy Partners GP LLC 01/17/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is being filed in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-183162). At the closing of the offering, the Reporting Person will own a 2% general partner interest in the Issuer.
( 2 )SunCoke Energy Partners GP LLC ("SunCoke GP") is the general partner of the Issuer. Under the Issuer's limited partnership agreement (the "LPA"), if at any time SunCoke GP and its affiliates own more than 80% of the then-issued and outstanding limited partner interests of any class, SunCoke GP will have the right, but not the obligation, to acquire all, but not less than all, of the limited partner interests of the class held by unaffiliated persons. The purchase price in the event of this purchase is the greater of (i) the highest price paid by SunCoke GP or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and (ii) the average of the daily closing prices of the partnership securities of such class over the 20 consecutive trading days preceding the date that is three days before the date the notice is mailed.

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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