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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* LG Propylene LLC (Last) (First) (Middle) 630 FIFTH AVENUE , 30TH FLOOR (Street) NEW YORK NY 10111 (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) Director 10% Owner Officer (give title below) X Other (specify below) See remarks
	3. Date of Earliest Transaction (Month/Day/Year) 07/16/2014
	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 Units representing limited partner interests	07/16/2014		J		69,690,798	D	$12	0	I	See remarks

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* LG Propylene LLC (Last) (First) (Middle) 630 FIFTH AVENUE , 30TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See remarks

1. Name and Address of Reporting Person* GOLDBERG ALAN E (Last) (First) (Middle) 630 FIFTH AVENUE, 30TH FLOOR (Street) NEW YORK NY 10111 (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* Lindsay Robert D (Last) (First) (Middle) 630 FIFTH AVENUE, 30TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

Remarks:

On July 16, 2014, prior to the disposition of 69,690,798 common units of PetroLogistics LP (the "Covered Units"), LG Propylene LLC, the record and beneficial owner of the Covered Units, distributed to each of its direct or indirect members listed below (each, a "Transferee"), for no consideration the number of the Covered Units set forth opposite such Transferee's name below. Lindsay Goldberg & Bessemer II AIV L.P. - 36,125,390 Lindsay Goldberg & Bessemer II-A AIV L.P. - 11,330,020 Lindsay Goldberg & Bessemer II-A NNAIV L.P. - 18,019,906 Lindsay Goldberg & Bessemer II PIV AIV L.P. - 848,067 Lindsay Goldberg & Bessemer II-BT AIV L.P. - 1,825,650 Lindsay Goldberg Co-Investment II AIV L.P. - 1,491,019 Lindsay Goldberg Employee Co-Investment II, L.P. - 25,373 Dean Ventures X, L.L.C. - 25,373 Upon the consummation of the merger resulting in the disposition of the Covered Units (the "Merger"), by virtue of the Merger and without any action on the part of the Transferees, each Covered Unit distributed to each Transferee prior to the Merger was cancelled and converted automatically into the right to receive $12.00. In connection with the Merger, Alan E. Goldberg, Robert D. Lindsay, Lance Hirt, Jaime Buehl-Reichard and Andrew S. Weinberg resigned as members of the Board of Directors of PetroLogistics GP, LLC and as members of each committee of the Board of Directors on which they served immediately prior to the Merger.

	/s/ Alan E. Goldberg	07/18/2014
	/s/ Alan E. Goldberg, authorized signatory on behalf of LG Propylene LLC	07/18/2014
	/s/ Robert D. Lindsay	07/18/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.