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* TPG ADVISORS III INC (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/16/2009	3. Issuer Name and Ticker or Trading Symbol Polymer Holdings LLC [ NONE ]
		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)
Membership Units(1)(2)(3)	155,561,538(1)(2)(3)	I	See Explanation of Responses(1)(2)(3)(4)

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* TPG ADVISORS III INC (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TPG Advisors IV, Inc. (Last) (First) (Middle) C/O TPG CAPITAL, L.P., 301 COMMERCE STREET, SUITE 3300 (Street) FORTH WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) 301 COMMERCE STREET, SUITE 3300 (Street) FORTH WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) 301 COMMERCE STREET, SUITE 3300 (Street) FORTH WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. David Bonderman and James G. Coulter are directors, officers and sole shareholders of TPG Advisors III, Inc. ("Advisors III"), which in turn is the general partner of TPG GenPar III, L.P., which in turn is the general partner of each of TPG Partners III, L.P., ("Partners III"), TPG Parallel III, L.P., ("Parallel III"), TPG Investors III, L.P., ("Investors III"), FOF Partners III, L.P., ("FOF"), FOF Partners III-B, L.P., ("FOF B"), and the sole member of TPG GenPar Dutch, L.L.C., which is the general partner of TPG Dutch Parallel III, C.V. ("Dutch Parallel III"). Partners III, Investors III, FOF, FOF B and Dutch Parallel III are the members of TPG III Polymer Holdings LLC ("Holdings III").

2. Messrs. Bonderman and Coulter are directors, officers and sole shareholders of TPG Advisors IV, Inc. ("Advisors IV" and, together with Advisors III and Messrs.Bonderman and Coulter, the "Reporting Persons"), which in turn is the general partner of TPG GenPar IV, L.P., which in turn is the general partner of TPG Partners IV, L.P. ("Partners IV"), which is the sole member of TPG IV Polymer Holdings LLC ("Holdings IV"). Holdings III indirectly holds 78,713,672 Membership Units ("PH Units") of Polymer Holdings LLC ("PH") and Holdings IV indirectly holds 76,847,866 PH Units, in each case through direct holdings of membership interests in TJ Chemical Holdings LLC ("TJ Chem"), the sole direct holder of PH Units. Following the conversion described in Note (3), Holdings III will hold 5,825,464 KPP Shares (as defined below) and Holdings IV will hold 5,687,379 KPP Shares.

3. PH expects to complete an initial public offering of common stock on or about December 22, 2009 (the "IPO"), and in connection therewith, PH is being be converted into a Delaware corporation named Kraton Performance Polymers, Inc. ("KPP") and PH's parent company TJ Chem will be reorganized such that the current equity owners of TJ Chem will hold shares in KPP directly. As part of these transactions, PH Units, including the PH Units reported herein, are expected to convert to common stock of KPP, par value $0.01 per share (the "KPP Shares"), at a conversion ratio to be included in the final prospectus made part of PH's Registration Statement on Form S-1, No. 333-162248. As part of the IPO, KPP Shares are expected to be listed on the New York Stock Exchange under the symbol "KRA". The interests reported herein represent pecuniary interests in PH that are indirectly held through TJ Chem. TJ Chem's only assets are interests in PH.

4. Because of the Reporting Persons' relationship to Holdings III and Holdings IV, the Reporting Persons may be deemed to beneficially own the equity securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Holdings III and/or Holdings IV. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of such amounts.

	/s/ Clive D. Bode, Vice President, TPG Advisors III, Inc.	12/16/2009
	/s/ Clive D. Bode, Vice President, TPG Advisors IV, Inc.	12/16/2009
	/s/ Clive D. Bode, on behalf of David Bonderman	12/16/2009
	/s/ Clive D. Bode, on behalf of James G. Coulter	12/16/2009
	** Signature of Reporting Person	Date
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