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*
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)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
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)
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 06/18/2012 J(1)(2) 32,365,427 D (1) 71,359,573 I See Footnote(1)(2)
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
X Director X 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 AVE., 30TH FLOOR

(Street)
NEW YORK NY 10011

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X 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 AVE., 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:
1. Prior to the date of this report, LG Propylene LLC ("LG Propylene") was the record holder of 1,100,000 common units ("Common Units") representing limited partner interests in PetroLogistics LP (the "Partnership"). In addition, LG Propylene has the right to appoint six members of the board of managers of PL Manufacturing ("PL Manufacturing"). LG Propylene may be deemed to beneficially own the Common Units held of record by Manufacturing, but disclaims 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 investment funds and may be deemed to beneficially own the Common Units held of record by each of LG Propylene and PL Manufacturing, but each disclaims beneficial ownership, except to the extent of Messrs. Goldberg's and Lindsay's respective pecuniary interests therein.
2. On June 18, 2012, PL Manufacturing distributed a total of 93,493,750 Common Units to its members, including 65,128,323 Common Units to the LG Propylene. This transaction resulted in a net decrease in the beneficial ownership of the Reporting Persons of 32,365,427 Common Units.
Remarks:
Messrs. Goldberg and Lindsay serve on the board of director 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 also serves as a director of the general partner as designee of LG Propylene.
/s/ Alan E. Goldberg, authorized signatory on behalf of LG Propylene LLC 06/20/2012
/s/ Alan E. Goldberg 06/20/2012
/s/ Robert D. Lindsay 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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