SunCoke Energy, Inc. — Director's Dealing 2012

Feb 10, 2012

SEC Form 4/A — Form 4/A

Issuer: SunCoke Energy, Inc. (SXC)
CIK: 0001514705
Period of Report: 2012-01-17

Reporting Person: Thomson Michael J (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-17	Common Stock	J	469	—	Acquired	469	Indirect
2012-01-17	Common Stock	J	12183	—	Acquired	37183	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-17	Stock Options (Right to Buy)	$22.31	J	50519	Acquired	2017-03-30	Common Stock (50519)	Direct
2012-01-17	Stock Options (Right to Buy)	$20.26	J	59992	Acquired	2017-12-05	Common Stock (59992)	Direct
2012-01-17	Stock Options (Right to Buy)	$11.18	J	88725	Acquired	2018-12-03	Common Stock (88725)	Direct
2012-01-17	Stock Options (Right to Buy)	$8.93	J	74832	Acquired	2020-03-03	Common Stock (74832)	Direct
2012-01-17	Common Stock Units	$	J	15786	Acquired		Common Stock (15786)	Direct
2012-01-17	Common Stock Units	$	J	30816	Acquired		Common Stock (30816)	Direct
2012-01-17	Common Stock Units	$	J	49382	Acquired		Common Stock (49382)	Direct

Footnotes

F1: The amount reported in this row is based on the distribution by Sunoco, Inc. ("Sunoco") of 56,660,000 shares of common stock, par value $0.01 per share, of SunCoke Energy, Inc. ("SunCoke") owned by Sunoco to Sunoco stockholders of record on the close of business on January 5, 2012. (the "Distribution"). The Distribution was completed on January 17, 2012.

F2: Equity awards awarded under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan relating to the adjustment of Sunoco equity awards in connection with the Distribution. The terms of the adjustment of the reporting person's Sunoco equity awards were set forth in the Separation and Distribution Agreement by and between SunCoke and Sunoco, dated as of July 18, 2011 and were approved by SunCoke's board of directors.

F3: Stock options with respect to 24,944 shares of common stock are vested as of January 17, 2012. The remainder of the stock options vest in two equal installments on March 2, 2012 and March 2, 2013.

F4: Conversion rate is 1 for 1.

F5: Not applicable.

F6: The Common Stock Units ("CSUs") vest and settle in two equal installments on July 1, 2012 and July 1, 2013, respectively, subject to continued employment of the reporting person through the applicable vesting date. Reporting person will also receive an amount equal to the cash dividends that would have paid out had he been the holder of shares of SunCoke common stock equal to the number of CSUs that are vested and settled, if any.

F7: The CSUs will vest and settle on December 1, 2012, subject to continued employment of the reporting person through the applicable vesting date. Reporting person will also receive an amount equal to the cash dividends that would have paid out had he been the holder of shares of SunCoke common stock equal to the number of CSUs that are vested and settled, if any.

F8: One-third of the CSUs vested on March 2, 2011 and the remaining will vest and settle in two equal installments on March 2, 2012 and March 2, 2013, subject to continued employment of the reporting person through the applicable vesting date. Reporting person will also receive an amount equal to the cash dividends that would have paid out had he been the holder of shares of SunCoke common stock equal to the number of CSUs that are vested and settled, if any.