SUNOCO INC 4

4 · SUNOCO INC · Filed Aug 5, 2005

Form 4

Period: 2005-08-05

Senior Vice President

Transactions

Sale
Common Stock
2005-08-05$64.00/sh−20,000$1,280,000→ 108,864 total
Other
Common Stock Unit
2005-08-05$64.05/sh+9,400$602,070→ 9,400 total
From: 1988-08-08Exp: 1988-08-08→ Common Stock (9,400 underlying)
Other
Common Stock
2005-08-05$64.05/sh+2,780$178,059→ 4,884 total(indirect: By Trust)
Other
Common Stock
2005-08-05$64.05/sh+64,432$4,126,870→ 128,864 total
Other
Phantom Stock Units
2005-08-05$64.05/sh+1,927$123,424→ 1,927 total
From: 1988-08-08Exp: 1988-08-08→ Common Stock (1,927 underlying)
Other
Stock Options (Right to buy)
2005-08-05$64.05/sh+32,800$2,100,840→ 32,800 total
Exercise: $41.28From: 2006-12-01Exp: 2014-12-01→ Common Stock (32,800 underlying)
Other
Stock Options (Right to buy)
2005-08-05$64.05/sh+29,800$1,908,690→ 29,800 total
Exercise: $24.51From: 2005-12-03Exp: 2013-12-03→ Common Stock (29,800 underlying)

Footnotes (6)

[F1]Reported item does not involve any acquisition or disposition of securities by the reporting person on the date shown, but merely reflects the 2-for-1 split of Sunoco, Inc.'s Common Stock, effectuated on August 1, 2005. This stock split resulted in a doubling of the shares of Sunoco Common Stock, and related derivative securities, previously reported as being beneficially owned by the reporting person. Also, as a result of the split, the trading price of Sunoco Common Stock, and the exercise or conversion price of related derivative securities was effectively halved.
[F2]The conversion rate is 1 for 1.
[F3]Total of 18,800 common stock units beneficially owned following reported transaction.
[F4]Total of 3,706 phantom stock units beneficially owned following reported transaction.
[F5]Total of 59,600 stock options beneficially owned following reported transaction.
[F6]Total of 65,600 stock options beneficially owned following reported transaction.

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