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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| YSOF Propylene Investor, LLC C/O YORK CAPITAL MANAGEMENT 767 FIFTH AVE., 17TH FLOOR NEW YORK, NY 10153 |
X | X | ||
| /s/ Richard P. Swanson, General Counsel of York Special Opportunities Domestic Holdings, LLC, the General Partner of York Special Opportunities Fund AVI II, L.P., a member of YSOF Propylene Investor, LLC | 06/20/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On June 18, 2012, the board of managers of PL Manufacturing LLC declared a distribution of 97,493,750 Common Units ("Common Units") representing limited partner interests in PetroLogistics LP (the "Issuer") to its members, including a distribution of 16,282,081 Common Units to the Reporting Person. |
| Remarks: The Reporting Person may be deemed a "director by deputization" of the Issuer by the fact that Zalmie Jacobs serves as a director of the general partner of the Issuer as the designee of the Reporting Person. On March 30, 2012, the Issuer issued certain limited partnership interests to Propylene Holdings LLC in exchange for a capital contribution consisting of all of the equity of PL Propylene LLC, and thereafter, Propylene Holdings LLC distributed 1% of such limited partnership interests to its sole member PL Manufacturing LLC, which in turn distributed such limited partnership interests to its members, including the Reporting Person. As a result of such distributions, on March 30, 2012, a 0.2% limited partnership interest (the "Limited Partner Interests") in the Issuer was distributed to the Reporting Person. On May 3, 2012, the limited partnership interests issued by the Issuer were recapitalized pursuant to the Amended and Restated Limited Partnership Agreement of the Issuer, dated as of May 3, 2012 (the "Limited Partnership Agreement"). Pursuant to the Limited Partnership Agreement, the Limited Partner Interests were reclassified into 275,000 Common Units, representing 0.2% of the issued and outstanding Common Units at such time. On May 9, 2012, the Common Units were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended. | |