UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Subordinated Units | Â (4) | Â (4) | Common Units | (4) (5) | $ (4) | D | Â |
Subordinated Units | Â (4) | Â (4) | Common Units | (4) (5) | $ (4) | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sun Coal & Coke LLC 1011 WARRENVILLE ROAD SUITE 600 LISLE, IL 60532 |
 X |  X |  |  |
SunCoke Energy, Inc. 1011 WARRENVILLE ROAD SUITE 600 LISLE, IL 60532 |
 X |  X |  |  |
/s/ Mark E. Newman, Authorized Signatory, Sun Coal & Coke LLC | 01/17/2013 | |
**Signature of Reporting Person | Date | |
/s/ Mark E. Newman, SVP and CFO, SunCoke Energy, Inc. | 01/17/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | At the closing of the offering, Sun Coal & Coke LLC ("SC&C") will directly hold a 55.9% partnership interest in the Issuer. |
(2) | SunCoke Energy, Inc. ("SunCoke Inc.") and SC&C may also be deemed to beneficially own a 2% general partner interest in the Issuer through SunCoke Energy Partners GP LLC, a wholly owned subsidiary of SC&C. |
(3) | This Form 3 is jointly filed by SC&C and SunCoke Inc. SC&C is a wholly owned subsidiary of SunCoke Inc. SunCoke Inc. may be deemed to beneficially own SC&C's interest in the Issuer through its ability to control SC&C. |
(4) | The subordinated units will convert into common units on a one-for-one basis at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-183162). |
(5) | Pursuant to the Contribution, Conveyance and Assumption Agreement with the Issuer, SC&C will own 2,209,697 common units and 15,709,697 subordinated units, upon the closing of the Issuer's initial public offering. If the Issuer increases or decreases the number of common units to be sold to the public through the underwriters, the Issuer will correspondingly decrease or increase the number of common units to be issued to SC&C, respectively. |