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^*

YSOF Propylene Investor, LLC

(Last)

(First)

(Middle)

C/O YORK CAPITAL MANAGEMENT

767 FIFTH AVE., 17TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PetroLogistics LP [ PDH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2012

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)
Common units representing limited partner interests	06/18/2012		J⁽¹⁾		16,282,081	A	⁽¹⁾	16,557,081	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. On June 18, 2012, the board of managers of PL Manufacturing LLC declared a distribution of 97,493,750 Common Units ("Common Units") representing limited partner interests in PetroLogistics LP (the "Issuer") to its members, including a distribution of 16,282,081 Common Units to the Reporting Person.

Remarks:

The Reporting Person may be deemed a "director by deputization" of the Issuer by the fact that Zalmie Jacobs serves as a director of the general partner of the Issuer as the designee of the Reporting Person. On March 30, 2012, the Issuer issued certain limited partnership interests to Propylene Holdings LLC in exchange for a capital contribution consisting of all of the equity of PL Propylene LLC, and thereafter, Propylene Holdings LLC distributed 1% of such limited partnership interests to its sole member PL Manufacturing LLC, which in turn distributed such limited partnership interests to its members, including the Reporting Person. As a result of such distributions, on March 30, 2012, a 0.2% limited partnership interest (the "Limited Partner Interests") in the Issuer was distributed to the Reporting Person. On May 3, 2012, the limited partnership interests issued by the Issuer were recapitalized pursuant to the Amended and Restated Limited Partnership Agreement of the Issuer, dated as of May 3, 2012 (the "Limited Partnership Agreement"). Pursuant to the Limited Partnership Agreement, the Limited Partner Interests were reclassified into 275,000 Common Units, representing 0.2% of the issued and outstanding Common Units at such time. On May 9, 2012, the Common Units were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended.

	/s/ Richard P. Swanson, General Counsel of York Special Opportunities Domestic Holdings, LLC, the General Partner of York Special Opportunities Fund AVI II, L.P., a member of YSOF Propylene Investor, LLC	06/20/2012
	** 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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