SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* JP MORGAN PARTNERS BHCA LP (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/16/2009	3. Issuer Name and Ticker or Trading Symbol Polymer Holdings LLC [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Membership Units	103,707,692(12)	D(1)
Membership Units	58,482,349(12)	D(2)
Membership Units	14,019,111(12)	D(3)
Membership Units	2,154,089(12)	D(4)
Membership Units	6,002,947(12)	D(5)
Membership Units	787,097(12)	D(6)
Membership Units	1,035,281(12)	D(7)
Membership Units	2,242,778(12)	D(8)
Membership Units	2,503,843(12)	D(9)
Membership Units	15,504,569(12)	D(10)
Membership Units	975,628(12)	D(11)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* JP MORGAN PARTNERS BHCA LP (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (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* JP MORGAN PARTNERS GLOBAL INVESTORS LP (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (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* JPMP Global Fund/Kraton A, L.P. (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (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* J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN LP (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (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* J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN II LP (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (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* JPMP Global Fund/Kraton, L.P. (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (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* JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LP (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (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* JPMP Global Fund/Kraton/Selldown, L.P. (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (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* JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN II L P (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (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* JPMP Global Fund/Kraton/Selldow II, L.P. (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See Exhibit 99.

2. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP BHCA.

3. The amount shown represents the beneficial ownership of the Issuer's securities owned by J.P. Morgan Global.

4. The amount shown represents the beneficial ownership of the Issuer's securities owed by JPMP Kraton A.

5. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Cayman.

6. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Cayman II.

7. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Kraton.

8. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Selldown.

9. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Kraton Selldown.

10. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Selldown II.

11. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Kraton Selldown II.

12. PH expects to complete an initial public offering of common stock on or about December 21, 2009 (the "IPO"), and in connection therewith is being converted into a Delaware corporation named Kraton Performance Polymers, Inc. ("KPP"). PH's parent company TJ Chem will be reorganized such that the current equity owners of TJ Chem will hold shares in KPP directly. As part of these transactions, PH Units, including the PH Units reported herein, are expected to convert to common stock of KPP, par value $0.01 per share (the "KPP Shares"), at a conversion ratio of 1:13.5120 as further described in the final prospectus made part of PH's Registration Statement on Form S-1, No. 333-162248. As part of the IPO, KPP Shares are expected to be listed on the New York Stock Exchange under the symbol "KRA". The interests reported herein represent pecuniary interests in PH that are indirectly held through TJ Chem. TJ Chem's only assets are interests in PH.

Remarks:

Form 1 of 2

	/s/ Ana Capella, Managing Director, its general partner, JPMP Capital Corp., its general partner, JPMP Master Fund Manager, L.P., for J.P. MORGAN PARTNERS (BHCA), L.P.	12/16/2009
	/s/ Ana Capella, Managing Director, its general partner, JPMP Capital Corp., its general partner, JPMP Global Investors, L.P., for J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P.	12/16/2009
	/s/ Ana Capella, Managing Director, its general partner, JPMP Capital Corp., its general partner, JPMP Global Investors, L.P., for JPMP GLOBAL FUND/KRATON A, L.P.	12/16/2009
	/s/ Ana Capella, Managing Director, its general partner, JPMP Capital Corp., its general partner, JPMP Global Investors, L.P., for J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P.	12/16/2009
	/s/ Ana Capella, Managing Director, its general partner, JPMP Capital Corp., its general partner, JPMP Global Investors, L.P., for J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P.	12/16/2009
	/s/ Ana Capella, Managing Director, its general partner, JPMP Capital Corp., its general partner, JPMP Global Investors, L.P., for JPMP GLOBAL FUND/KRATON, L.P.	12/16/2009
	/s/ Ana Capella, Managing Director, its general partner, JPMP Capital Corp., its general partner, JPMP Global Investors, L.P., for J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P.	12/16/2009
	/s/ Ana Capella, Managing Director, its general partner, JPMP Capital Corp., its general partner, JPMP Global Investors, L.P., for JPMP GLOBAL FUND/KRATON/SELLDOWN, L.P.	12/16/2009
	/s/ Ana Capella, Managing Director, its general partner, JPMP Capital Corp., its general partner JPMP Global Investors, L.P., for J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN) II, L.P.	12/16/2009
	/s/ Ana Capella, Managing Director, its general partner, JPMP Capital Corp., JPMP Capital Corp., its general partner JPMP Global Investors, L.P., for JPMP GLOBAL FUND/KRATON/SELLDOWN II, L.P.	12/16/2009
	** Signature of Reporting Person	Date
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