SEC FORM 3 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*
Gvazdauskas Peter J

(Last) (First) (Middle)
1818 MARKET STREET, STE 1500

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2015
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 10% Owner
X Officer (give title below) Other (specify below)
CFO and Treasurer
5. If Amendment, Date of 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
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 19,109 D
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
Restricted Units(1) (2) (2) Common Units 24,353 (3) D
Explanation of Responses:
1. The reporting person has received the following grants of Restricted Units pursuant to the Sunoco Partners LLC ("Company") Amended and Restated Long-Term Incentive Plan in transactions exempt under Rule 16b-3: (i) 10,000 Restricted Units (4,000 of which have vested), granted January 24, 2013, which vest incrementally over five years, (ii) 9,200 Restricted Units, granted January 29, 2014, which vest ratably in increments of sixty percent after three years and the additional forty percent after five years, and (iii) 9,153 Restricted Units, granted December 5, 2014, which vest ratably in increments of sixty percent after three years and the additional forty percent after five years, in each case of (i), (ii), and (iii) the vesting of which is contingent only upon the continued employment of the reporting person with the Company through the end of each respective vesting cycle.
2. Not applicable.
3. Each Restricted Unit represents a contingent right to receive one Common Unit of SXL.
Remarks:
Peggy J. Harrison, Attorney-in-fact for Mr. Gvazdauskas 06/10/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
LIMITED POWER OF ATTORNEY
(ATTORNEY-IN-FACT TO
EXECUTE SEC FORMS 3, 4 & 5 and 144 FILINGS)

       I, Peter J. Gvazdauskas, do hereby appoint each William Jason Healy,
Kathleen Shea-Ballay,
Peggy J. Harrison, and Anne E. Mitzelfelt signing singly, as my true and lawful
attorney-in-fact to:

1.	Execute the following items (each a "report" and, collectively, "reports"),
on my behalf and in
my capacity as it relates to my beneficial ownership of securities of Sunoco
Logistics
Partners L.P. or any of its subsidiaries (?Partnership?), and to submit the same
to the U.S.
Securities and Exchange Commission (the ?SEC?):
a.	A Form ID application for Edgar Access, Forms 3, 4 and 5 (including
amendments thereto) and any other reports required pursuant to Section 16(a)
of the Securities Exchange Act of 1934, as amended, and the rules
thereunder; and
b.	Form 144 and any other similar reports required under the Securities Act of
1933, as amended; and

2.	Perform any and all acts on my behalf which may be necessary or desirable to
complete and
execute any Reports and timely file such Reports with the United States
Securities and
Exchange Commission and/or any stock exchange or similar authority; and

3.	Take any other action in connection with the foregoing which, in the opinion
of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by the
undersigned, it being understood that any document executed by such
attorney-in-fact on my
behalf pursuant to this Power of Attorney shall be in such form and shall
contain such terms
and conditions as such attorney-in-fact may approve in their discretion.

   I grant to each such attorneys-in-fact full power and authority to do and
perform any act necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and
purposes as I might or could do if personally present, with full power of
substitution or revocation.  I
ratify and confirm all that such attorney-in-fact, or any substitute of such
attorney-in-fact, shall lawfully
do or cause to be done by the rights and powers granted by this Power of
Attorney.

   I acknowledge that each such attorney-in-fact, in serving in such capacity at
my request, is not
assuming, nor is the Partnership, assuming, any of my responsibilities to comply
with Section 16 of the
Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or
applicable federal or state
securities laws generally.

   This Power of Attorney shall remain in full force and effect until I am no
longer required to file any
Reports with respect to my holdings of and transactions in securities issued by
the Partnership, unless I
earlier revoke it in a signed writing delivered to the General Counsel and
Secretary of the Company.

   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed this 8th
day of June, 2015.



       /s/ Peter J. Gvazduskas
       Peter J. Gvazdauskas