SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MCNAIR FORREST W
(Last) (First) (Middle)
THREE RADNOR CORPORATE CENTER
SUITE 301
(Street)
RADNOR PA 19087
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PVR PARTNERS, L. P. [ PVR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP & Controller
3. Date of Earliest Transaction (Month/Day/Year)
03/21/2014
4. 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 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 03/21/2014 M(1) 23,649 A $0.0000 50,417 D
Common Units 03/21/2014 F(2) 6,468 D $27.44(3) 43,949 D
Common Units 03/21/2014 D(4) 43,949 D $0(4) 0.0000 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units $0.0000(5) 03/21/2014 M(1) 23,649 (6) (6) Common Units 23,649 $0.0000 0.0000 D
Explanation of Responses:
1. - All transactions reported occurred in connection with the merger of PVR Partners, L.P. ("PVR") into Regency Energy Partners LP ("Regency ") effective on March 21, 2014. On March 20, 2014, the last trading day for the PVR common units, the closing price of PVR's common units was $27.44 per unit (the "Closing Price"), and the closing price of Regency's common units was $26.70 per unit. Each PVR common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings and net exercises, was converted into the right to receive 1.020 Regency common units.- Immediately prior to the merger, each phantom unit vested in full (in the case of performance-based phantom units, based on a target earned percentage of 100%), and a PVR common unit was deemed issued in settlement thereof.
2. Common Units withheld pursuant to exercise of tax withholding right under the terms of the PVR GP, LLC Long-Term Incentive Plan to cover taxes payable upon vesting of phantom units reported in Table II. PVR GP, LLC is the general partner of the Issuer.
3. Closing price for the Issuer's common units on March 20, 2014, the closing price on the last trading day for the PVR common units.
4. All transactions reported occurred in connection with the merger of PVR Partners, L.P. ("PVR") into Regency Energy Partners LP ("Regency ") effective on March 21, 2014. On March 20, 2014, the last trading day for the PVR common units, the closing price of PVR's common units was $27.44 per unit (the "Closing Price"), and the closing price of Regency's common units was $26.70 per unit. Each PVR common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings and net exercises, was converted into the right to receive 1.020 Regency common units.
5. Each Phantom Unit represents the right to receive one unit of the Issuer's Common Units upon vesting.
6. Vesting of phantom units granted under the terms of the PVR GP LLC Sixth Amended and Restated Long Term Incentive Plan in accordance with reporting person's May 12, 2011, February 17, 2012 and February 13, 2013 Phantom Unit Awards. Each phantom unit represents the right to receive one unit of the Issuer's common units upon vesting.
Marci K. Donnelly, as power of attorney 03/25/2014
** 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 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).
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