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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ELBERT PHILLIP

(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
X	Officer (give title below)	Other (specify below)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2011

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								766,754	I	See Footnote⁽⁹⁾
Common Units								167,255	I	See Footnote⁽¹⁾
Common Units								55,597	I	See Footnote⁽²⁾
Common Units								55,597	I	See Footnote⁽³⁾
Common Units								338,356⁽⁴⁾	D

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	⁽⁵⁾	08/12/2011		J⁽⁶⁾		8,940.019		⁽⁵⁾	⁽⁵⁾	Common Units	8,940.019	$41.6854	537,547.481	I	See Footnote
Class B Units	⁽⁵⁾	08/12/2011		J⁽⁷⁾		1,950.126		⁽⁵⁾	⁽⁵⁾	Common Units	1,950.126	$41.6854	117,257.619	I	See Footnote⁽¹⁾
Class B Units	⁽⁵⁾	08/12/2011		J⁽⁸⁾		648.223		⁽⁵⁾	⁽⁵⁾	Common Units	648.223	$41.6854	38,979.507	I	See Footnote⁽²⁾
Class B Units	⁽⁵⁾	08/12/2011		J⁽¹⁰⁾		648.223		⁽⁵⁾	⁽⁵⁾	Common Units	648.223	$41.6854	38,976.506	I	See Footnote⁽³⁾

Explanation of Responses:

1. Mr. Elbert is a co-trustee of the Phillip L. Elbert 2005 Grantor Retained Annuity Trust.

2. Mr. Elbert is a co-trustee of the Charles W. Elbert Trust U/A dated 3/31/05.

3. Mr. Elbert is a co-trustee of the Lauren E. Elbert Trust U/A dated 3/31/05.

4. Restricted units granted under the Inergy, L.P. Long Term Incentive Plan.

5. 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.

6. The reporting person received 8,940.019 Class B units as a payment-in-kind distribution on 528,607.462 Class B units owned on the distribution record date.

7. The reporting person received 1,950.126 Class B units as a payment-in-kind distribution on 115,307.493 Class B units owned on the distribution record date.

8. The reporting person received 648.223 Class B units as a payment-in-kind distribution on 38,328.284 Class B units owned on the distribution record date.

9. Mr. Elbert is a trustee of the Phillip L. Elbert Revocable Trust, dated 5/17/01.

10. The reporting person received 648.223 Class B units as a payment-in-kind distribution on 38,328.283 Class B units owned on the distribution record date.

	/s/ Judy Riddle (attorney-in-fact) for Phillip L. Elbert	08/12/2011
	** 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).
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.