SEC FORM 3

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^*

Ott Richard A.

(Last)

(First)

(Middle)

C/O KRATON POLYMERS

15710 JOHN F. KENNEDY BLVD, SUITE 300

(Street)

HOUSTON

77032

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

5. 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 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⁾⁽¹⁰⁾	150,000⁽¹⁾⁽²⁾⁽³⁾	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾
Profits Units⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	350,000⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Options (right to buy)⁽¹⁾⁽²⁾⁽⁷⁾⁽¹⁰⁾	⁽⁶⁾	01/01/2014	Membership Units⁽⁷⁾	1,000,000⁽¹⁾⁽²⁾⁽⁷⁾	$1⁽⁷⁾	D
Employee Options (right to buy)⁽¹⁾⁽²⁾⁽⁷⁾⁽¹⁰⁾	⁽⁸⁾	06/19/2018	Membership Units⁽⁷⁾	300,000⁽¹⁾⁽²⁾⁽⁷⁾	$1⁽⁷⁾	D
Notional Units (right to buy)⁽¹⁾⁽²⁾⁽⁹⁾⁽¹⁰⁾	⁽⁹⁾	⁽⁹⁾	Membership Units⁽⁹⁾	22,727⁽¹⁾⁽²⁾⁽⁹⁾	⁽¹⁾⁽²⁾⁽⁹⁾	D

Explanation of Responses:

1. Polymer Holdings LLC ("PH") expects to complete an initial public offering of common stock on or about December 22, 2009 (the "IPO"). PH is being converted into a Delaware corporation named Kraton Performance Polymers, Inc. ("KPP") and on or prior to the completion of the IPO, PH's parent company TJ Chemical Holdings LLC ("TJ Chem") and one of its equity holders, Kraton Management LLC ("KM") will be reorganized such that the current equity owners of TJ Chem and of KM will own shares in KPP directly. As part of the IPO, shares of KPP's common stock are expected to be listed on the New York Stock Exchange under the symbol "KRA." The IPO, conversion and reorganization transactions are referred to as the "Transactions."

2. As part of the Transactions (i) Membership Units of PH (the "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"), (ii) Employee Options described herein are expected to convert into options to purchase KPP Shares and (iii) notional units of TJ Chem described herein are expected to convert into notional shares of KPP, in each case, at a conversion ratio (the "Conversion Ratio") to be included in the final prospectus made part of PH's Registration Statement on Form S-1, No. 333-162248 (the "Registration Statement"). Furthermore, profits units described herein are expected to convert into restricted KPP Shares at a rate equal to the quotient of (a) the product of the number of profits units multiplied by the Profits Unit Value (as defined in the Registration Statement) divided by (b) the value of a KPP Share immediately following the closing date of the IPO.

3. Mr. Richard A. Ott (the "Reporting Person") indirectly beneficially owns the PH Units reported herein through his direct holdings of membership interests in KM, which in turn directly holds non-voting membership interests in TJ Chem, the sole direct holder of PH Units. Following the Transactions, the Reporting Person will directly hold KPP Shares based on the conversion of the PH Units at the Conversion Ratio.

4. The Reporting Person has a pecuniary interest in PH Units through his direct holdings of profits units in KM, which in turn directly holds profits units in TJ Chem, the sole direct holder of PH Units. 50% of these KM profits units vest on the date the fair value of the assets of TJ Chem doubles in value, and an additional 50% vest when such assets triple in value from the date of the grant of the profits units, when the assets of TJ Chem were, for these purposes, valued at $250,019,229. In addition, all KM profits units will vest upon the date the current beneficial owners of 5% or more of PH Units (as enumerated in the Registration Statement) dispose of 51% or more of their aggregate interests in PH to one or more unrelated third persons.

5. Following the Transactions, the Reporting Person will directly hold restricted KPP Shares, subject to the same vesting conditions applicable to the profits units in KM held by him prior to the Transactions, based on the conversion of the profits units as described in Note (2) above.

6. All options reported above have vested and are immediately exercisable.

7. The options reported herein represent the right to acquire membership units of TJ Chem granted pursuant to the TJ Chem 2004 Option Plan, as described in the Registration Statement and, as a result of the relationship between TJ Chem and PH, represent the indirect right to acquire PH Units. Following the Transactions, the options will represent the right to acquire KPP Shares based on the conversion of the options, and adjustment of the exercise price, at the Conversion Ratio, as further described in the Registration Statement.

8. 100,000 of the options reported above have vested and are immediately exercisable. The remaining options vest in two equal installments on June 19, 2010 and June 19, 2011, respectively, subject in each case to the Reporting Person being employed by KPP or its affiliates or subsidiaries on the vesting date.

9. The Reporting Person directly holds notional units of TJ Chem, each notional unit representing an unsecured promise by TJ Chem to deliver a TJ Chem membership unit upon the earlier of a change of control (as defined in the Registration Statement) or the termination of the grantee's employment. Because of the relationship between TJ Chem and PH, each notional unit of TJ Chem represents an indirect interest in PH Units. Following the Transactions, the Reporting Person will directly hold notional shares of KPP based on the conversion of the notional units of TJ Chem at the Conversion Ratio. As of the date hereof, all notional units reported herein are vested.

10. The interests reported herein represent pecuniary interests in PH that are indirectly held through TJ Chem and KM. KM's only assets are interests in TJ Chem and TJ Chem's only assets are interests in PH.

	/s/ Stephen W. Duffy on behalf of Richard A. Ott	12/16/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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