FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JP MORGAN PARTNERS BHCA LP
2. Issuer Name and Ticker or Trading Symbol

Kraton Performance Polymers, Inc. [ KRA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O J.P. MORGAN PARTNERS, 270 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/27/2011
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Stock   1/27/2011     A    3844   (13) A $0   4006299   D   (1)  
Common Stock   1/27/2011     A    3844   A $0   2264041   (12) D   (2)  
Common Stock                  540071   D   (3)  
Common Stock                  82984   D   (4)  
Common Stock                  231257   D   (5)  
Common Stock                  30322   D   (6)  
Common Stock                  39882   D   (7)  
Common Stock                  86401   D   (8)  
Common Stock                  96458   D   (9)  
Common Stock                  597298   D   (10)  
Common Stock                  37585   D   (11)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  See Exhibit 99.1.
( 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)  Includes 3,844 shares of common stock of Kraton Performance Polymers, Inc., representing $60,000 of common stock of Kraton Performance Polymers, Inc. granted to each of Timothy J. Walsh and Kevin G. O'Brien in consideration of their service on the Board of Directors of the Issuer. The price of the stock is based upon the average of the high and low prices of the common stock of Kraton Performance Polymers, Inc. as reported on the New York Stock Exchange on January 27, 2011. Pursuant to contractual undertakings by Mr. Walsh and Mr. O'Brien, Mr. Walsh and Mr. O'Brien are each holding these shares for the benefit of JPMP BHCA.
( 13)  This represents the aggregate number of shares disposed by the Reporting Persons.

Remarks:
Form 1 of 2

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JP MORGAN PARTNERS BHCA LP
C/O J.P. MORGAN PARTNERS
270 PARK AVENUE
NEW YORK, NY 10017

X

JP MORGAN PARTNERS GLOBAL INVESTORS LP
C/O J.P. MORGAN PARTNERS
270 PARK AVENUE
NEW YORK, NY 10017

X

JPMP Global Fund/Kraton A, L.P.
C/O J.P. MORGAN PARTNERS
270 PARK AVENUE
NEW YORK, NY 10017

X

J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN LP
C/O WALKERS SPV LIMITED
PO BOX 908 GT, WALKER HOUSE
GEORGE TOWN, GRAND CAYMAN, E9 

X

J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN II LP
C/O WALKERS SPV LIMITED
PO BOX 908 GT, WALKER HOUSE
GEORGE TOWN, GRAND CAYMAN, E9 

X

JPMP Global Fund/Kraton, L.P.
C/O J.P. MORGAN PARTNERS
270 PARK AVENUE
NEW YORK, NY 10017

X

JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LP
C/O J.P. MORGAN PARTNERS
270 PARK AVENUE
NEW YORK, NY 10017

X

JPMP Global Fund/Kraton/Selldown, L.P.
C/O J.P. MORGAN PARTNERS
270 PARK AVENUE
NEW YORK, NY 10017

X

JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN II L P
C/O J.P. MORGAN PARTNERS
270 PARK AVENUE
NEW YORK, NY 10017

X

JPMP Global Fund/Kraton/Selldown II, L.P.
C/O J.P. MORGAN PARTNERS
270 PARK AVENUE
NEW YORK, NY 10017

X


Signatures
J.P. MORGAN PARTNERS (BHCA), L.P. By: JPMP Master Fund Manager, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 1/31/2011
** Signature of Reporting Person Date

J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 1/31/2011
** Signature of Reporting Person Date

JPMP GLOBAL FUND/KRATON A, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 1/31/2011
** Signature of Reporting Person Date

J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 1/31/2011
** Signature of Reporting Person Date

J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 1/31/2011
** Signature of Reporting Person Date

J.P. MORGAN PARTNERS GLOBAL FUND/KRATON, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 1/31/2011
** Signature of Reporting Person Date

J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 1/31/2011
** Signature of Reporting Person Date

JPMP GLOBAL FUND/KRATON/SELLDOWN, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 1/31/2011
** Signature of Reporting Person Date

J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN) II, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 1/31/2011
** Signature of Reporting Person Date

JPMP GLOBAL FUND/KRATON/SELLDOWN II, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot, Managing Director 1/31/2011
** 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 control number.
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