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* First Reserve GP XI, Inc. (Last) (First) (Middle) C/O FIRST RESERVE ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/19/2013	3. Issuer Name and Ticker or Trading Symbol INERGY L P [ NRGY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 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	52,000(1)	I	See Footnote(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* First Reserve GP XI, Inc. (Last) (First) (Middle) C/O FIRST RESERVE ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* First Reserve GP XI, L.P. (Last) (First) (Middle) C/O FIRST RESERVE ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MACAULAY WILLIAM E (Last) (First) (Middle) C/O FIRST RESERVE ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR Midstream Holdings LLC (Last) (First) (Middle) C/O FIRST RESERVE ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR XI CMP Holdings LLC (Last) (First) (Middle) C/O FIRST RESERVE ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestwood Holdings Partners, LLC (Last) (First) (Middle) 700 LOUISIANA STREET, SUITE 2060 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestwood Holdings II LLC (Last) (First) (Middle) 700 LOUISIANA STREET, SUITE 2060 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestwood Holdings LLC (Last) (First) (Middle) 700 LOUISIANA STREET, SUITE 2060 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestwood Gas Services Holdings LLC (Last) (First) (Middle) 700 LOUISIANA STREET, SUITE 2060 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 52,000 Common Units are directly owned by KA First Reserve, LLC. FR Midstream Holdings LLC owns a majority of the membership interests in KA First Reserve, LLC and controls the board of managers of KA First Reserve, LLC. First Reserve GP XI, L.P. is the managing member of FR Midstream Holdings LLC. First Reserve GP XI, Inc. is the sole general partner of First Reserve GP XI, L.P. FR Midstream Holdings LLC, is the sole member of FR XI CMP Holdings LLC, which is the controlling member of Crestwood Holdings Partners, LLC. Crestwood Holdings Partners, LLC is the sole member of Crestwood Holdings II LLC, which is the sole member of Crestwood Holdings LLC, which is the sole member of Crestwood Gas Services Holdings LLC. William E. Macaulay is a director of First Reserve GP XI, Inc. and has the right to appoint a majority of the board of directors of First Reserve GP XI, Inc.

Remarks:

This Form 3 is being filed in connection with the consummation of the transactions contemplated by that certain Purchase and Sale Agreement, dated May 5, 2013, by and among Crestwood Holdings LLC, Crestwood Gas Services Holdings LLC, Inergy Holdings GP, LLC and NRGP Limited Partner GP, LLC, pursuant to which Crestwood Holdings LLC and Crestwood Gas Services Holdings LLC acquired Inergy Holdings, L.P., which is the sole member of Inergy GP, LLC, which is the general partner of the Issuer. The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 3 except to the extent of their pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose. Exhibit 24 - Power of Attorney

	/s/ Michael France, Managing Director for First Reserve GP XI, Inc.	06/19/2013
	/s/ Anne E. Gold, Attorney-in-Fact for William E. Macaulay	06/19/2013
	/s/ Michael France, Managing Director for First Reserve GP XI, Inc. the General Partner of First Reserve GP XI, L.P.	06/19/2013
	/s/ Michael France, Managing Director for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P., the Managing Member of FR Midstream Holdings LLC	06/19/2013
	/s/ Michael France, Managing Director for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P., the Managing Member of FR Midstream Holdings LLC, the Managing Member of FR XI CMP Holdings LLC	06/19/2013
	/s/ Kelly J. Jameson, Senior Vice President for Crestwood Holdings Partners, LLC	06/19/2013
	/s/ Kelly J. Jameson, Senior Vice President for Crestwood Holdings II LLC	06/19/2013
	/s/ Kelly J. Jameson, Senior Vice President for Crestwood Holdings LLC	06/19/2013
	/s/ Kelly J. Jameson, Senior Vice President for Crestwood Gas Services Holdings LLC	06/19/2013
	** Signature of Reporting Person	Date
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