| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PetroLogistics LP [ PDH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/02/2014 | J(1)(2) | 5,131,250 | D | (2) | 66,228,320 | I | See footnotes (1), (2) | ||
| Common Units representing limited partner interests | 01/02/2014 | J(1)(2) | 3,462,478 | A | (2) | 69,690,798 | I | See footnotes (1), (2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. LG Propylene LLC ("LG Propylene") has the right to appoint six members of the board of managers of PL Manufacturing LLC ("Manufacturing"). LG Propylene may be deemed to beneficially own the common units representing limited partner interests ("Common Units") in PetroLogistics LP (the "Partnership") held of record by Manufacturing, but disclaim beneficial ownership except to the extent of its pecuniary interests therein. Alan E. Goldberg and Robert D. Lindsay (together with LG Propylene, the "Reporting Persons") control LG Propylene through a series of affiliated investments funds and may be deemed to beneficially own the Common Units held of record by each of LG Propylene and by Manufacturing, but each disclaims beneficial ownership, except to the extent of Messrs. Goldberg's and Lindsay's respective pecuniary interests therein. |
| 2. On January 2, 2014, Manufacturing distributed, pro rata, a total of 5,131,250 Common Units to its members, including of 3,462,478 Common Units to the reporting person. This transaction resulted in a net decrease in beneficial ownership of the Reporting Persons of 1,668,772 Common Units. |
| Remarks: |
| Messrs. Goldberg and Lindsay serve on the board of directors of the Partnership's general partner. LG Propylene may be deemed a "director by deputization" of the Partnership by virtue of this fact and the fact that Lance Hirt, Jaime Buehl-Reichard and Andrew S. Weinberg also serve as directors of the general partner of the Partnership as designees of LG Propylene. |
| /s/ Alan E. Goldberg, authorized signatory on behalf of LG Propylene LLC | 01/09/2014 | |
| /s/ Alan E. Goldberg | 01/09/2014 | |
| /s/ Robert D. Lindsay | 01/09/2014 | |
| ** 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. | ||