SunCoke Energy, Inc. — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunCoke Energy, Inc. (SXC)
CIK: 0001514705
Period of Report: 2012-02-15

Reporting Person: HENDERSON FREDERICK A (Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Common Stock Units	$	A	67227	Acquired		Common Stock (67227)	Direct
2012-02-15	Stock Options (Right to Buy)	$14.28	A	393386	Acquired	2022-02-15	Common Stock (393386)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28000	Direct

Footnotes

F1: Grant of restricted common stock units pursuant to the Employment Letter Agreement, dated as of September 2, 2010 and amended as of May 25, 2011 (the "Letter Agreement"), made by Sunoco, Inc. and accepted by Frederick A. Henderson, and awarded under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan (the "LTPEP"), in a transaction exempt under Rule 16b-3. These restricted share units will vest subject to continued employment, in equal one-fourth installments on the first, second, third and fourth anniversaries of the date of grant.

F2: Conversion rate is 1 for 1.

F3: Not applicable.

F4: Grant of stock options (right to buy SunCoke Energy, Inc. common stock) pursuant to the Letter Agreement and awarded under the LTPEP, in a transaction exempt under Rule 16b-3. These stock options are exercisable in one-third installments on the anniversary of the date of grant.