Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BENHAM DOUGLAS N
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
300 JOHNNY BENCH DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
01/15/2014
(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 01/15/2014   S   3,537 D $ 20.2902 (1) 0 D  
Common Stock 01/16/2014   M   5,393 A $ 0 5,393 D  
Common Stock 01/16/2014   M   3,669 A $ 9.12 9,062 D  
Common Stock 01/16/2014   M   9,165 A $ 11.07 18,227 D  
Common Stock 01/16/2014   S   18,227 D $ 20.6828 (2) 0 D  

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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 01/16/2014   M     3,839 01/16/2014(3)   (3) Common Stock 3,839 $ 0 0 D  
Restricted Stock Units $ 0 01/16/2014   M     1,554 01/16/2014(4)   (4) Common Stock 1,554 $ 0 0 D  
Non-qualified Stock Option (right to buy) $ 9.12 01/16/2014   M     3,669 01/16/2014(5) 02/15/2014 Common Stock 3,669 $ 0 0 D  
Non-qualified Stock Optoin (right to buy) $ 11.07 01/16/2014   M     9,165 01/16/2014 02/15/2014 Common Stock 9,165 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BENHAM DOUGLAS N
300 JOHNNY BENCH DRIVE
OKLAHOMA CITY, OK 73104		   X      

Signatures

 Paige S. Bass for Douglas N. Benham   01/17/2014
**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) This price represents the weighted average sales price. The shares sold at prices ranging from $20.1651 to $20.3845 per share. The reporting person will provide full details regarding the number of shares sold at each separate price upon the SEC's request.
(2) This price represents the weighted average sales price. The shares sold at prices ranging from $20.53 to $20.99 per share. The reporting person will provide full details regarding the number of shares sold at each separate price upon the SEC's request.
(3) Shares vested in accordance with the terms of Restricted Stock Units granted January 16, 2013, and were issued in shares of Sonic Corp. common stock on a one-for-one basis, subject to certain restrictions.
(4) The vesting of these awards was accelerated from August 15, 2014 and August 15, 2015 to January 16, 2014 due to Mr. Benham not standing for re-election to the Board. Shares were issued on a one-for-one basis, subject to certain restrictions.
(5) The vesting of these options was accelerated from August 15, 2014 and August 15, 2015 to January 16, 2014 due to Mr. Benham not standing for re-election to the Board.

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