Edgar Filing: FRETZ DEBORAH M

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 ^*

FRETZ DEBORAH M

2. Issuer Name and Ticker or Trading Symbol
SUNOCO LOGISTICS PARTNERS L.P. [SXL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Director, President & CEO

(Last)

(First)

(Middle)

1818 MARKET STREET - SUITE 1500

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2010

(Street)

PHILADELPHIA, PA 19103-3615

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	05/13/2010		S⁽¹⁾		3,792	D	$ 66.6786 ⁽²⁾	58,720	D
Common Units	05/13/2010		S⁽¹⁾		4,035	D	$ 66.9887 ⁽³⁾	54,685	D
Common Units	05/13/2010		S⁽¹⁾		5,305	D	$ 67.2148 ⁽⁴⁾	49,380	D
Common Units	05/13/2010		S⁽¹⁾		3,525	D	$ 67.4878 ⁽⁵⁾	45,855	D
Common Units	05/13/2010		S⁽¹⁾		1,043	D	$ 67.7036 ⁽⁶⁾	44,812	D
Common Units	05/14/2010		S⁽¹⁾		2,700	D	$ 65.7792 ⁽⁷⁾	42,112	D
Common Units	05/14/2010		S⁽¹⁾		1,000	D	$ 66.089 ⁽⁸⁾	41,112	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRETZ DEBORAH M 1818 MARKET STREET - SUITE 1500 PHILADELPHIA, PA 19103-3615	X		Director, President & CEO

Signatures

/s/ Marci K. Donnelly, attorney-in-fact for Deborah M. Fretz		05/17/2010
^**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)	All reported sales have been made pursuant to a Rule 10b5-1 trading plan that was announced publicly on May 6, 2010 and became effective on May 11, 2010.
(2)	The price in Column 4 is a weighted average price. The prices actually received ranged from $66.24 to $66.86. For all transactions reported in this Form 4 utilizing a weighted average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of units sold at each price within the range.
(3)	The price in Column 4 is a weighted average price. The prices actually received ranged from $68.87 to $67.08.
(4)	The price in Column 4 is a weighted average price. The prices actually received ranged from $67.09 to $67.32.
(5)	The price in Column 4 is a weighted average price. The prices actually received ranged from $67.33 to $67.60.
(6)	The price in Column 4 is a weighted average price. The prices actually received ranged from $67.62 to $67.78.
(7)	The price in Column 4 is a weighted average price. The prices actually received ranged from $65.55 to $65.96.
(8)	The price in Column 4 is a weighted average price. The prices actually received ranged from $65.97 to $66.36.

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