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^*

WALSH TIMOTHY

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LLC

245 PARK AVENUE

(Street)

NEW YORK

10167

(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)

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)

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	103,707,692	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

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)

Explanation of Responses:

1. The amounts shown represent the beneficial ownership of the Issuer's securities by (i) J.P. Morgan Partners (BHCA), L.P. ("JPMP BHCA"), (ii) J.P. Morgan Partners Global Investors, L.P. ("J.P. Morgan Global"), (iii) JPMP Global Funds/Kraton A, L.P. ("JPMP Kraton A"), (iv) J.P. Morgan Partners Global Investors (Cayman) L.P. ("JPMP Cayman"), (v) J.P. Morgan Partners Global Investors (Cayman) II, L.P. ("JPMP Cayman II"), (vi) JPMP Global Fund/Kraton, L.P. ("JPMP Kraton"), (vii) J.P. Morgan Partners Global Investors (Selldown), L.P. ("JPMP Selldown"), (viii) JPMP Global Fund/Kraton/Selldown, L.P., ("JPMP Kraton Selldown"), (ix) J.P. Morgan Partners Global Investors (Selldown) II, L.P. ("JPMP Selldown II') and (x) JPMP Global Fund/Kraton/Selldown II L.P. ("JPMP Kraton Selldown II"), (Continued to footnote 2)

2. and together with J.P. Morgan Global, JPMP Kraton A, JPMP Cayman, JPMP Cayman II, JPMP Kraton, JPMP Selldown, JPMP Kraton Selldown, JPMP Selldown II, JPMP Kraton Selldown II, the "Global Funds"). The Reporting Person is a limited partner of JPMP Master Fund Manager, L.P. ("JPMP MFM"). JPMP MFM is the general partner of JPMP BHCA and a limited partner of JPMP Global Investors, L.P. ("JPMP Global Investors"), the general partner of the Global Funds. The actual pro rata portion of beneficial ownership of any PH Units or KPP Shares that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPMP BHCA, JPMP MFM, JPMP Global Investors and the Global Funds. Mr. Walsh disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein.

3. As of the date hereof, JPMP BHCA and the Global Funds together indirectly hold 103,707,692 Membership Units ("PH Units") in Polymer Holdings LLC ("PH"). PH expects to complete an initial public offering of common stock on or about December 22, 2009 (the "IPO"), and in connection therewith is being converted into a Delaware corporation named Kraton Performance Polymers, Inc. ("KPP"). As part of these transactions, PH Units, including the PH Units indirectly held by JPMP BHCA and the Global Funds, are expected to convert to common stock of KPP, par value $0.01 per share (the "KPP Shares"), at a conversion ratio to be included in the final prospectus made part of PH's Registration Statement on Form S-1, No. 333-162248. As part of the IPO, KPP Shares are expected to be listed on the New York Stock Exchange under the symbol "KRA". The interests reported herein represent pecuniary interests in PH that are indirectly held through TJ Chem. TJ Chem's only assets are interests in PH.

Remarks:

(4) Elizabeth De Guzman is signing on behalf of the Reporting Person persuant to the authorization and designation letter dated December 9, 2009, which is attached hereto as Exhibit 24.

	/s/ Elizabeth De Guzman as agent for Timothy J. Walsh (4)	12/16/2009
	** 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 5 (b)(v).
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