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*
JPMP MASTER FUND MANAGER L P

(Last) (First) (Middle)
C/O J.P. MORGAN PARTNERS LLC
270 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Kraton Performance Polymers, Inc. [ KRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2010
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)
Code V Amount (A) or (D) Price
Common Stock 09/29/2010 S 3,200,000(2) D $25.3075 4,482,455(3) I See Footnote(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
JPMP MASTER FUND MANAGER L P

(Last) (First) (Middle)
C/O J.P. MORGAN PARTNERS LLC
270 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JPMP GLOBAL INVESTORS L P

(Last) (First) (Middle)
C/O J.P. MORGAN PARTNERS, LLC
270 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JPMP CAPITAL CORP

(Last) (First) (Middle)
C/O J.P. MORGAN PARTNERS, LLC
270 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. See Exhibit 99.1
2. This represents a disposition of the Issuer's securities by the JPMP BHCA and the Global Funds (as defined within Exhibit 99.1) and is jointly filed by the other reporting persons as described in Exhibit 99.1
3. Includes 7,226 shares of common stock of Kraton Performance Polymers, Inc., representing $50,000 of common stock of Kraton Performance Polymers, Inc. granted to each of Timothy J. Walsh and Kevin G. O'Brien in consideration of their service on the Board of Directors of the Issuer. The price of the stock is based upon the average of the high and low prices of the common stock of Kraton Performance Polymers, Inc. as reported on the New York Stock Exchange on January 28, 2010. Pursuant to contractual undertakings by Mr. Walsh and Mr. O'Brien, Mr. Walsh and Mr. O'Brien are each holding these shares for the benefit of JPMP BHCA.
Remarks:
Form 2 of 2
JPMP MASTER FUND MANAGER, L.P. By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 09/30/2010
JPMP GLOBAL INVESTORS, L.P. By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 09/30/2010
JPMP CAPITAL CORP. By: /s/ John C. Wilmot, Managing Director 09/30/2010
** 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).
** 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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