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^*

DEMETRIOU STEVEN J

(Last)

(First)

(Middle)

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)

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⁽¹⁾⁽²⁾⁽³⁾	150,000⁽¹⁾⁽²⁾⁽³⁾	I	See Explanation of Responses⁽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)
Employee Options (right to buy)⁽¹⁾⁽²⁾⁽⁵⁾	⁽⁴⁾	12/01/2014	Membership Units⁽⁵⁾	25,000⁽¹⁾⁽²⁾⁽⁵⁾	$1⁽⁵⁾	D
Employee Options (right to buy)⁽¹⁾⁽²⁾⁽⁵⁾	⁽⁴⁾	12/01/2015	Membership Units⁽⁵⁾	25,000⁽¹⁾⁽²⁾⁽⁵⁾	$1⁽⁵⁾	D
Employee Options (right to buy)⁽¹⁾⁽²⁾⁽⁵⁾	⁽⁴⁾	12/01/2016	Membership Units⁽⁵⁾	25,000⁽¹⁾⁽²⁾⁽⁵⁾	$1⁽⁵⁾	D
Employee Options (right to buy)⁽¹⁾⁽²⁾⁽⁵⁾	⁽⁴⁾	12/01/2017	Membership Units⁽⁵⁾	25,000⁽¹⁾⁽²⁾⁽⁵⁾	$1⁽⁵⁾	D
Employee Options (right to buy)⁽¹⁾⁽²⁾⁽⁵⁾	⁽⁶⁾	12/01/2018	Membership Units⁽⁵⁾	25,000⁽¹⁾⁽²⁾⁽⁵⁾	$1⁽⁵⁾	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." (Continue in Footnote 2)

2. As part of the Transaction (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") and (ii) Employee Options described herein are expected to convert into options to purchase KPP Shares.

3. Mr. Steven J. Demetriou (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 a 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").

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

5. 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.

6. 12,500 of the options reported above have vested and are immediately exercisable. The remaining options will vest on May 1, 2010, subject to the Reporting Person continuing to serve on the board of directors of KPP on the vesting date.

Remarks:

Signature of Reporting Person Stephen W. Duffy is signing on behalf of the Reporting Person pursuant to the authorization and designation letter dated December 9, 2009, which is attached hereto as Exhibit 24.

	/s/ Stephen W. Duffy on behalf of Steven J. Demetriou	12/16/2009
	** Signature of Reporting Person	Date
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