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^*

QVT Associates GP LLC

(Last)

(First)

(Middle)

1177 AVENUE OF THE AMERICAS

9TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TPC Group Inc. [ TPCG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2010

4. 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 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 Stock, $0.01 par value	12/27/2010		S		49,000	D	$30.85	2,743,745	I	Through QVT Fund LP and Quintessence Fund L.P.
Common Stock, $0.01 par value	12/28/2010		S		24,600	D	$30.78	2,719,145	I	Through QVT Fund LP and Quintessence Fund L.P.

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)

1. Name and Address of Reporting Person^*

QVT Associates GP LLC

(Last)

(First)

(Middle)

1177 AVENUE OF THE AMERICAS

9TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

QVT Fund LP

(Last)

(First)

(Middle)

WALKERS SPV, WALKERS HOUSE

87 MARY STREET

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-9005

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

Remarks:

On December 27, 2010, QVT Fund LP sold 44,923 shares of Common Stock and Quintessence Fund L.P. sold 4,077 shares of Common Stock. On December 28, 2010, QVT Fund LP sold 22,553 shares of Common Stock and Quintessence Fund L.P. sold 2,047 shares of Common Stock. As a result, QVT Fund LP directly beneficially owns 2,490,341 shares of Common Stock and Quintessence Fund L.P. directly beneficially owns 228,804 shares of Common Stock. QVT Associates GP LLC, as General Partner of QVT Fund LP and Quintessence Fund L.P., may be deemed to beneficially own the aggregate number of shares of Common Stock owned by QVT Fund LP and Quintessence Fund L.P. and accordingly, QVT Associates GP LLC may be deemed to be the indirect beneficial owner of an aggregate amount of 2,719,145 shares of Common Stock. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

	/s/ Nicholas Brumm, Managing Member	12/29/2010
	** 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).
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