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^*

SHERMAN R BROOKS

(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 HOLDINGS, L.P. [ NRGP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2010

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								273,000⁽³⁾	D
Common Units	06/15/2010		S⁽⁴⁾		54,993	D	$22.756	1,029,681⁽⁵⁾	I	As Trustee of the R. Brooks Sherman, Jr. Revocable Trust⁽²⁾
Common Units	06/15/2010		S⁽⁴⁾		162,988	D	$22.999	866,693⁽⁵⁾	I	As Trustee of the R. Brooks Sherman, Jr. Revocable Trust⁽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)
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)
Long Term Incentive Plan	$7.5							06/20/2008⁽¹⁾	06/19/2015	Common Units	60,000		60,000	D

Explanation of Responses:

1. The option vests in three installments as follows: 25% of the option vests on 3rd anniversary of the grant date; 25% of the option vests on 4th anniversary of the grant date; and the remaining 50% of the option vests on the 5th anniversary of the grant date.

2. Mr. Sherman is the trustee of the R. Brooks Sherman, Jr. Revocable Trust dated 1/15/2008 as amended from time to time.

3. Includes restricted units granted under the Inergy Holdings, L.P. Long Term Incentive Plan, as amended.

4. On June 11, 2010, certain senior executive officers of the general partner of Inergy Holdings, L.P. ("NRGP") entered into a definitive agreement to exchange a portion of their personally held unregistered NRGP common units for primarily common stock of Kayne Anderson MLP Investment Company ("KYN") at a price of $22.999 per common unit. The NRGP common units that were sold to KYN for cash were sold at $22.756 per common unit.

5. Includes a transfer of 361,558 Common Units (pre-split) held personally by Mr. Sherman. The transfer of the Common Units was exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-13.

Remarks:

On June 1, 2010, the Common Units of Inergy Holdings, L.P. underwent a three-for-one split.

	/s/ Judy Riddle (attorney-in-fact) for R. Brooks Sherman	06/15/2010
	** 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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