FORM 4 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 OF SECURITIES 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 * HUDSON J CLIFFORD   2. Issuer Name and Ticker or Trading Symbol SONIC CORP [SONC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 300 JOHNNY BENCH DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 01/14/2012 (Street) OKLAHOMA CITY, OK 73104 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 01/14/2012   M   11,880 (1) A $ 0 542,582 I By self as trustee of trust Common Stock 01/14/2012   F   4,294 (2) D $ 6.71 538,288 I By self as trustee of trust Common Stock               120,518 (3) I By 401(k) Common Stock               343,056 I By spouse as trustee of trust Common Stock               45,220 (4) D   Common Stock               82,000 (5) I Family-owned LLC Common Stock               9,855 I Trustee of son's trust

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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 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

Restricted Stock Units

$ 0

01/14/2012

M

11,880

(1)

(1)

Common Stock (1)

11,880

$ 0

11,881

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HUDSON J CLIFFORD 300 JOHNNY BENCH DRIVE OKLAHOMA CITY, OK 73104	X		Chief Executive Officer

Signatures

Carolyn C. Cummins for J. Clifford Hudson		01/17/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares that vested in accordance with the terms of Restricted Stock Units granted January 14, 2010, providing for vesting of Restricted Stock Units in equal annual installments on each of the first three anniversaries following the date of grant.
(2)	Shares were withheld by the issuer to cover the minimum tax withholding requirements associated with the vesting of the 11,880 Restricted Stock Units.
(3)	Shares held in the Sonic Corp. 401(k) as of January 17, 2012.
(4)	The total number of shares beneficially owned directly includes 3,431 shares held in the 1991 Sonic Corp. Stock Purchase Plan as of January 17, 2012.
(5)	The reporting person owns 21% of the family limited liability company and disclaims beneficial ownership of the issuer's shares held by the family limited liability company except to the extent of his pecuniary interest.

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