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) 01/07/2014 | ||||||||||||||||||||||||||
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 | 01/07/2014 | S(1) | 6,656 | D | $12.01(2) | 8,140,405 | D | |||
Common Units representing limited partner interests | 01/07/2014 | S(1) | 6,656 | D | $12.01(3) | 8,133,749 | I | By DKLF, L.P.(4) | ||
Common Units representing limited partner interests | 01/08/2014 | S(1) | 8,333 | D | $12.02(5) | 8,125,416 | D | |||
Common Units representing limited partner interests | 01/08/2014 | S(1) | 8,334 | D | $12.02(6) | 8,117,082 | I | By DKLF, L.P.(4) | ||
Common Units representing limited partner interests | 01/09/2014 | S(1) | 28,583 | D | $12.15(7) | 8,088,499 | D | |||
Common Units representing limited partner interests | 01/09/2014 | S(1) | 28,583 | D | $12.15(8) | 8,059,916 | I | By DKLF, L.P.(4) |
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 |
Explanation of Responses: |
1. The reporting person sold the common units representing limited partner interests in the issuer reported in this Form 4 pursuant to a Rule 10b5-1 trading plan. |
2. The price reported in Column 4 is a weighted average price. These common units were sold in multiple transactions at prices ranging from $12.00 to $12.04, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units sold at each separate price within the ranges set forth in footnotes (2), (3), (5), (6), (7) and (8) to this Form 4. |
3. The price reported in Column 4 is a weighted average price. These common units were sold in multiple transactions at prices ranging from $12.00 to $12.04, inclusive. |
4. On October 5, 2012, the reporting person transferred his interest in 4,000,000 common units to a family limited partnership, DKLF, L.P. ("DKLF"), and the reporting person and his spouse are treated (under applicable federal securities laws) as directly or indirectly owning all of the securities held of record by DKLF. The reporting person disclaims beneficial ownership to the extent such ownership exceeds the reporting person's and his spouse's pecuniary interests therein. |
5. The price reported in Column 4 is a weighted average price. These common units were sold in multiple transactions at prices ranging from $12.00 to $12.08, inclusive. |
6. The price reported in Column 4 is a weighted average price. These common units were sold in multiple transactions at prices ranging from $12.00 to $12.08, inclusive. |
7. The price reported in Column 4 is a weighted average price. These common units were sold in multiple transactions at prices ranging from $12.01 to $12.32, inclusive. |
8. The price reported in Column 4 is a weighted average price. These common units were sold in multiple transactions at prices ranging from $12.01 to $12.32, inclusive. |
Remarks: |
/s/ Richard Rice, as attorney-in-fact for David Lumpkins | 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. |