SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Energy Transfer Partners, L.P. (Last) (First) (Middle) 3738 OAK LAWN AVE. (Street) DALLAS TX 75219 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/05/2012	3. Issuer Name and Ticker or Trading Symbol SUNOCO LOGISTICS PARTNERS L.P. [ SXL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	33,530,637	I	By Sunoco Partners LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Energy Transfer Partners, L.P. (Last) (First) (Middle) 3738 OAK LAWN AVE. (Street) DALLAS TX 75219 (City) (State) (Zip)

1. Name and Address of Reporting Person* SUNOCO PARTNERS LLC (Last) (First) (Middle) 1818 MARKET STREET - SUITE 1500 (Street) PHILADELPHIA PA 19103 (City) (State) (Zip)

Explanation of Responses:

1. Sunoco Partners LLC ("Sunoco Partners") is a wholly owned subsidiary of Energy Transfer Partners, L.P. ("ETP"). On October 5, 2012, ETP acquired all of the outstanding membership interests in Sunoco Partners. Sunoco Partners was the direct owner of 33,530,637 common units of SXL until July 11, 2013, when Sunoco Partners contributed such common units to ETP. The contribution of common units to ETP represented a change in form of beneficial ownership only.

	Energy Transfer Partners, L.P., by: Energy Transfer Partners GP, L.P., its general partner, by: Energy Transfer Partners, L.L.C., its general partner, by: William J. Healy, Associate General Counsel and Asst. Sec.	07/17/2013
	Sunoco Partners LLC, by: Energy Transfer Partners, L.P., its sole member, by: Energy Transfer Partners GP, L.P., its general partner, by: Energy Transfer Partners, L.L.C., its general partner, by: William J. Healy, Associate General Counsel and Asst. Sec.	07/17/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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