Edgar Filing: PetroLogistics LP

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LG Propylene LLC

2. Issuer Name and Ticker or Trading Symbol
PetroLogistics LP [PDH]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See remarks

(Last)

(First)

(Middle)

630 FIFTH AVENUE , 30TH FLOOR,

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2014

(Street)

NEW YORK, NY 10111

4. If Amendment, Date 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

(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)
			Code	V	Amount	(A) or (D)	Price
Common Units representing limited partner interests	07/16/2014		J		69,690,798	D	$ 12	0	I	See remarks

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
LG Propylene LLC 630 FIFTH AVENUE , 30TH FLOOR NEW YORK, NY 10111				See remarks
GOLDBERG ALAN E 630 FIFTH AVENUE, 30TH FLOOR NEW YORK, NY 10111		X
Lindsay Robert D 630 FIFTH AVENUE, 30TH FLOOR NEW YORK, NY 10111	X	X

Signatures

/s/ Alan E. Goldberg		07/18/2014
^**Signature of Reporting Person		Date
/s/ Alan E. Goldberg, authorized signatory on behalf of LG Propylene LLC		07/18/2014
^**Signature of Reporting Person		Date
/s/ Robert D. Lindsay		07/18/2014
^**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).
Remarks: On July 16, 2014, prior to the disposition of 69,690,798 common units of PetroLogistics LP (the "Covered Units"), LG Propylene LLC, the record and beneficial owner of the Covered Units, distributed to each of its direct or indirect members listed below (each, a "Transferee"), for no consideration the number of the Covered Units set forth opposite such Transferee's name below. Lindsay Goldberg & Bessemer II AIV L.P. - 36,125,390 Lindsay Goldberg & Bessemer II-A AIV L.P. - 11,330,020 Lindsay Goldberg & Bessemer II-A NNAIV L.P. - 18,019,906 Lindsay Goldberg & Bessemer II PIV AIV L.P. - 848,067 Lindsay Goldberg & Bessemer II-BT AIV L.P. - 1,825,650 Lindsay Goldberg Co-Investment II AIV L.P. - 1,491,019 Lindsay Goldberg Employee Co-Investment II, L.P. - 25,373 Dean Ventures X, L.L.C. - 25,373 Upon the consummation of the merger resulting in the disposition of the Covered Units (the "Merger"), by virtue of the Merger and without any action on the part of the Transferees, each Covered Unit distributed to each Transferee prior to the Merger was cancelled and converted automatically into the right to receive $12.00. In connection with the Merger, Alan E. Goldberg, Robert D. Lindsay, Lance Hirt, Jaime Buehl-Reichard and Andrew S. Weinberg resigned as members of the Board of Directors of PetroLogistics GP, LLC and as members of each committee of the Board of Directors on which they served immediately prior to the Merger.

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