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^*

HUGHES CARL A

(Last)

(First)

(Middle)

TWO BRUSH CREEK BLVD.

SUITE 200

(Street)

KANSAS CITY

64112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INERGY L P [ NRGY ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		SVP of Inergy GP, LLC

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2011

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								5,475.6593	I	By Unit Purchase Plan
Common Units								34,650⁽²⁾	D
Common Units	12/23/2009		G⁽⁹⁾		2,880	D	⁽¹⁰⁾	973,218	I	As Trustee of the Carl A. Hughes Revocable Trust⁽¹⁾
Common Units	12/28/2010		G⁽⁵⁾	V	2,020	D	⁽⁶⁾	970,338	I	As Trustee of the Carl A. Hughes Revocable Trust⁽¹⁾
Common Units	02/15/2011		S		50,000	D	$41.9943⁽⁷⁾⁽⁸⁾	207,302	I	As Trustee of the Carl A. Hughes GRAT⁽³⁾

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)
Class B Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Units	174,435.051		174,435.051	I	As Trustee of the Carl A. Hughes GRAT⁽³⁾
Class B Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Units	601,113.188		601,113.188	I	As Trustee of the Carl A. Hughes Revocable Trust⁽¹⁾

Explanation of Responses:

1. Mr. Hughes is the trustee of the Carl A. Hughes Revocable Trust.

2. Restricted units granted under the Inergy, L.P. Long Term Incentive Plan, as amended.

3. Mr. Hughes is a co-trustee of the Carl A. Hughes 2005 Grantor Retained Annuity Trust.

4. The Class B units will convert automatically into common units on a one-for-one basis, with 50% of the outstanding Class B units converting into common units following the payment date of the fourth quarterly distribution following the closing of the merger and the remaining outstanding Class B units converting into common units following the payment date of the eighth quarterly distribution following the closing of the merger.

5. On December 28, 2010, the reporting person gifted a total of 2,020 units of Inergy, L.P. common stock to his 4 children.

6. The closing price of Inergy, L.P. common units on December 28, 2010 was $39.18.

7. The prices for this transaction range from $41.935 to $42.035.

8. Upon request, full information about the subject transaction will be provided to the SEC.

9. On December 23, 2009, the reporting person gifted a total of 2,880 units of Inergy, L.P. common stock to his 4 children.

10. The closing price of Inergy, L.P. common units on December 23, 2009 was $35.98.

Remarks:

Contributions to the EUPP plan are used to purchase Inergy, L.P. Common Units at the end of each quarter. On January 12, 2004, the Common, Senior Subordinated and Junior Subordinated Units of Inergy, L.P. underwent a two-for-one split.

	/s/ Judy Riddle (attorney-in-fact) for Carl A. Hughes	02/17/2011
	** 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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