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^*

Heuser Shelly S

(Last)

(First)

(Middle)

C/O TPC GROUP INC.

5151 SAN FELIPE, SUITE 800

(Street)

HOUSTON

77056

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

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2012

4. 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 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)
Restricted Stock Units	12/20/2012		D⁽¹⁾		2,434	D	$45	0	D
Restricted Stock Units	12/20/2012		D⁽¹⁾		905	D	$45	0	D
Performance Share Units	12/20/2012		D⁽²⁾⁽³⁾		5,300	D	$45	0	D
Performance Share Units	12/20/2012		D⁽²⁾⁽³⁾		2,434	D	$45	0	D
Performance Share Units	12/20/2012		D⁽²⁾⁽³⁾		2,112	D	$45	0	D

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)

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger (the "Agreement"), by and among TPC Group Inc., Sawgrass Holdings Inc. ("Parent" and now known as TPC Holdings, Inc.) and Sawgrass Merger Sub Inc., dated as of August 24, 2012, as amended on November 7, 2012, on the effective date of the merger, each restricted stock unit, whether or not vested, became vested and was canceled and converted into the right to receive $45.00 in cash per underlying share of common stock.

2. Pursuant to the terms of the Agreement, on the effective date of the merger, each performance share unit ("PSU"), to the extent not already vested, became vested with respect to the number of shares of common stock to which the holder of such PSU is entitled in accordance with and pursuant to the terms of the applicable equity plan and award agreement governing the PSU, and was canceled and converted into the right to receive $45.00 in cash per underlying share of common stock. (Continued in Footnote 3)

3. In addition, each additional PSU that would not have become vested at the effective time of the merger pursuant to the terms of the applicable equity plan and award agreement governing such PSU due to the application of certain proration provisions in the applicable award agreement, if any, was canceled, and the holders of such additional PSUs became entitled to receive $45.00 in cash per underlying share of common stock, except that payment of 50% of the after-tax amount payable to the holder of such additional PSUs will be conditioned on such holder's agreement to use such amount to acquire equity securities of Parent or one of its affiliates.

	/s/ Miguel A. Desdin, Attorney-in-fact	12/26/2012
	** 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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