SEC FORM 4

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^*

Hofmann Thomas W

(Last)

(First)

(Middle)

THREE RADNOR CORPORATE CENTER

SUITE 301

(Street)

RADNOR

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	03/21/2014		M		14,684	A	$0⁽¹⁾	28,737	D
Common Units	03/21/2014		D		28,737	D	$0⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Common Units	$0.0000⁽²⁾	03/21/2014		M			14,684	⁽³⁾	⁽³⁾	Common Units	14,684	$0.0000⁽²⁾	0.0000	D

Explanation of Responses:

1. Disposition in connection with the merger of PVR Partners, L.P. ("PVR") into Regency Energy Partners LP ("Regency") effective on March 21, 2014 (the "Merger"). 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 was converted into the right to receive 1.020 Regency common units.

2. Each deferred common unit represents one common unit of the Issuer, which was distributed pursuant to the terms of the PVR GP LLC Sixth Amended and Restated Long Term Incentive Plan and the Merger when Mr. Hofmann ceased to serve as a non-employee director of PVR GP, LLC, the general partner of the Issuer.

3. Disposition in connection with the merger of PVR Partners, L.P. ("PVR") into Regency Energy Partners LP ("Regency") effective on March 21, 2014 (the "Merger"). 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 was converted into the right to receive 1.020 Regency common units. Each deferred common unit represents one common unit of the Issuer, which was distributed pursuant to the terms of the PVR GP LLC Sixth Amended and Restated Long Term Incentive Plan and the Merger when Mr. Hofmann ceased to serve as a non-employee director of PVR GP, LLC, the general partner of the Issuer.

	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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