UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Rule
13d-102)
Information
to be Included in Statements Filed
Pursuant
to Rule 13d-1(b)(c), and (d) and Amendments thereto
Filed
Pursuant to Rule 13d-2(b)
(Amendment
No.1)*
|
Kraton
Performance Polymers, Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, $0.01 Par Value Per Share
|
|
(Title
of Class of Securities)
|
|
50077C
106
|
|
(CUSIP
Number)
|
|
December
31, 2010
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨
Rule
13d-1(b)
¨
Rule
13d-1(c)
x
Rule
13d-1(d)
* The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior
cover page.
The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
J.P.
Morgan Partners (BHCA), L.P.
13-3371826
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
5.
|
Sole
Voting Power
|
2,260,197
shares of common stock (1)
|
|
6.
|
Shared
Voting Power
|
n/a
|
|
7.
|
Sole
Dispositive Power
|
2,260,197
shares of common stock(1)
|
|
8.
|
Shared
Dispositive Power
|
n/a
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,260,197
shares of common stock(1)
|
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9) 7.23%
(2)
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
(1) Includes
7,226 shares of common stock of the Company, representing $50,000 of common
stock of the Company granted to each of Timothy J. Walsh and Kevin G. O’Brien in
consideration of their service on the Board of Directors of the
Company. The price of the stock is based upon the average of the high
and low prices of the common stock of the Company as reported on the New York
Stock Exchange on January 28, 2010. 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
J.P. Morgan Partners
(BHCA), L.P
.
(2) Based
on a total of 31,252,979 shares of common stock outstanding on October 29, 2010,
as disclosed on the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010.
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
J.P.
Morgan Partners Global Investors, L.P.
13-4197054
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
|
|
(b)
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
|
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
540,071
shares of common stock
|
|
6.
|
Shared
Voting Power
|
n/a
|
|
7.
|
Sole
Dispositive Power
|
540,071
shares of common stock
|
|
8.
|
Shared
Dispositive Power
|
n/a
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
540,071
shares of common stock
|
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
1.73% (1)
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Based
on a total of 31,252,979 shares of common stock outstanding on October 29, 2010,
as disclosed on the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010.
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
JPMP
Global Fund/Kraton A, L.P.
04-3782676
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
82,984
shares of common stock
|
|
6.
|
Shared
Voting Power
|
n/a
|
|
7.
|
Sole
Dispositive Power
|
82,984
shares of common stock
|
|
8.
|
Shared
Dispositive Power
|
n/a
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
82,984
shares of common stock
|
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9) 0.27%
(1)
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Based
on a total of 31,252,979 shares of common stock outstanding on October 29, 2010,
as disclosed on the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010.
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
J.P.
Morgan Partners Global Investors (Cayman), L.P.
13-4197057
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
Cayman
Islands
|
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
231,257
shares of common stock
|
|
6.
|
Shared
Voting Power
|
n/a
|
|
7.
|
Sole
Dispositive Power
|
231,257
shares of common stock
|
|
8.
|
Shared
Dispositive Power
|
n/a
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
231,257
shares of common stock
|
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9) 0.74%
(1)
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
PN
|
|
|
|
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|
(1) Based
on a total of 31,252,979 shares of common stock outstanding on October 29, 2010,
as disclosed on the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010.
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
J.P.
Morgan Partners Global Investors (Cayman) II, L.P.
26-0005546
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
Cayman
Islands
|
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
30,322
shares of common stock
|
|
6.
|
Shared
Voting Power
|
n/a
|
|
7.
|
Sole
Dispositive Power
|
30,322
shares of common stock
|
|
8.
|
Shared
Dispositive Power
|
n/a
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
30,322
shares of common stock
|
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9) 0.10%
(1)
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
PN
|
|
|
|
|
|
|
|
|
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|
|
|
(1) Based
on a total of 31,252,979 shares of common stock outstanding on October 29, 2010,
as disclosed on the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010.
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
JPMP
Global Fund/Kraton, L.P.
04-3782674
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
Cayman
Islands
|
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
39,882
shares of common stock
|
|
6.
|
Shared
Voting Power
|
n/a
|
|
7.
|
Sole
Dispositive Power
|
39,882
shares of common stock
|
|
8.
|
Shared
Dispositive Power
|
n/a
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
39,882
shares of common stock
|
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9) 0.13%
(1)
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Based
on a total of 31,252,979 shares of common stock outstanding on October 29, 2010,
as disclosed on the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010.
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
J.P.
Morgan Partners Global Investors (Selldown), L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
86,401 shares
of common stock
|
|
6.
|
Shared
Voting Power
|
n/a
|
|
7.
|
Sole
Dispositive Power
|
86,401 shares
of common stock
|
|
8.
|
Shared
Dispositive Power
|
n/a
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
86,401
shares of common stock
|
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
0.28%
(1)
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Based
on a total of 31,252,979 shares of common stock outstanding on October 29, 2010,
as disclosed on the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010.
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
J.P.
Morgan Partners Global Investors (Selldown) II, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
597,298
shares of common stock
|
|
6.
|
Shared
Voting Power
|
n/a
|
|
7.
|
Sole
Dispositive Power
|
597,298
shares of common stock
|
|
8.
|
Shared
Dispositive Power
|
n/a
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
597,298
shares of common stock
|
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
1.91%
(1)
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
PN
|
|
|
|
|
|
|
|
|
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|
|
|
(1) Based
on a total of 31,252,979 shares of common stock outstanding on October 29, 2010,
as disclosed on the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010.
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
JPMP
Global Fund/Kraton/Selldown, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
96,458
shares of common stock
|
|
6.
|
Shared
Voting Power
|
n/a
|
|
7.
|
Sole
Dispositive Power
|
96,458
shares of common stock
|
|
8.
|
Shared
Dispositive Power
|
n/a
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
96,458
shares of common stock
|
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
0.31%
(1)
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Based
on a total of 31,252,979 shares of common stock outstanding on October 29, 2010,
as disclosed on the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010.
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
JPMP
Global Fund/Kraton/Selldown II, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
37,585
shares of common stock
|
|
6.
|
Shared
Voting Power
|
n/a
|
|
7.
|
Sole
Dispositive Power
|
37,585
shares of common stock
|
|
8.
|
Shared
Dispositive Power
|
n/a
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
37,585
shares of common stock
|
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
0.12%
(1)
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Based
on a total of 31,252,979 shares of common stock outstanding on October 29, 2010,
as disclosed on the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010.
Item
1.
|
|
Kraton
Performance Polymers, Inc.
|
|
|
(b)
|
Address of Issuer’s
Principal Executive Offices
:
|
|
|
15710
John F. Kennedy Boulevard, Suite
300
|
Item
2.
|
|
(a)
|
Name of Person
Filing
:
|
|
|
J.P.
Morgan Partners (BHCA), L.P. (“
JPMP
(BHCA)
”)
|
|
|
J.P.
Morgan Partners Global Investors, L.P. (“
JPMP
Global
”)
|
|
|
JPMP
Global Fund/Kraton A, L.P. (“
JPMP Kraton
A
”)
|
|
|
J.P.
Morgan Partners Global Investors (Cayman), L.P. (“
JPMP
Cayman
”)
|
|
|
J.P.
Morgan Partners Global Investors (Cayman) II, L.P. (“
JPMP Cayman
II
”)
|
|
|
JPMP
Global Fund/Kraton, L.P. (“
JPMP
Kraton
”)
|
|
|
J.P.
Morgan Partners Global Investors (Selldown), L.P. (“
JPMP
Selldown
”)
|
|
|
J.P.
Morgan Partners Global Investors (Selldown) II, L.P. (“
JPMP Selldown
II
”)
|
|
|
JPMP
Global Fund/Kraton/Selldown, L.P.. (“
JPMP Kraton
Selldown
”)
|
JPMP
Global Fund/Kraton/Selldown II, L.P. (“
JPMP Kraton Selldown
II
”)
Supplemental
information relating to the ownership and control of the person filing this
statement is included in Exhibit 2(a) attached hereto.
|
|
(b)
|
Address of Principal
Business Office or, if none,
Residence
:
|
|
|
c/o
J.P. Morgan Partners, LLC
|
See also
supplemental information relating to principal business office is included in
Exhibit 2(a) attached hereto.
|
JPMP
(BHCA)
|
:
|
Delaware
|
|
JPMP
Global
|
:
|
Delaware
|
|
JPMP
Kraton A
|
:
|
Delaware
|
|
JPMP
Cayman
|
:
|
Cayman
Islands
|
|
JPMP
Cayman II
|
:
|
Cayman
Islands
|
|
JPMP
Kraton
|
:
|
Delaware
|
|
JPMP
Selldown
|
:
|
Delaware
|
|
JPMP
Selldown II:
|
|
Delaware
|
|
JPMP
Kraton Selldown:
|
Delaware
|
|
JPMP
Kraton Selldown II:
|
Delaware
|
|
|
(d)
|
Title of Class of
Securities (of Issuer)
:
|
Item
3. If this statement is filed pursuant to §§ 240.
13d-1(b) or 240. 13d-2(b) or (c), check whether the person filing is
a:
Not
applicable.
Item
4. Ownership
|
|
(a)
|
Amount Beneficially
Owned
:
|
|
JPMP
(BHCA)
|
:
|
2,260,197
|
|
JPMP
Global
|
:
|
540,071
|
|
JPMP
Kraton A
|
:
|
82,984
|
|
JPMP
Cayman
|
:
|
231,257
|
|
JPMP
Cayman II
|
:
|
30,322
|
|
JPMP
Kraton
|
:
|
39,882
|
|
JPMP
Selldown
|
:
|
86,401
|
|
JPMP
Selldown II:
|
|
597,298
|
|
JPMP
Kraton Selldown:
|
96,458
|
|
JPMP
Kraton Selldown II:
|
37,585
|
|
|
The
following percentages are based on a total of 31,252,979 shares of common
stock of the Company outstanding, as disclosed on the Company’s Quarterly
Report on Form 10-Q filed on November 3,
2010:
|
|
JPMP
(BHCA)
|
:
|
7.23%
|
|
|
JPMP
Global
|
:
|
1.73%
|
|
|
JPMP
Kraton A
|
:
|
0.27%
|
|
|
JPMP
Cayman
|
:
|
0.74%
|
|
|
JPMP
Cayman II
|
:
|
0.10%
|
|
|
JPMP
Kraton
|
:
|
0.13%
|
|
|
JPMP
Selldown
|
:
|
0.28%
|
|
|
JPMP
Selldown II:
|
|
1.91%
|
|
|
JPMP
Kraton Selldown:
|
0.31%
|
|
|
JPMP
Kraton Selldown II:
|
0.12%
|
|
See Item
8 for the collective ownership of the shares.
|
|
(c)
|
Number of shares as to
which such person has
:
|
|
|
(i)
|
JPMP
(BHCA)
|
:
|
2,260,197
|
|
|
|
JPMP
Global
|
:
|
540,071
|
|
|
|
JPMP
Kraton A
|
:
|
82,984
|
|
|
|
JPMP
Cayman
|
:
|
231,257
|
|
|
|
JPMP
Cayman II
|
:
|
30,322
|
|
|
|
JPMP
Kraton
|
:
|
39,882
|
|
|
|
JPMP
Selldown
|
:
|
86,401
|
|
|
|
JPMP
Selldown II:
|
|
597,298
|
|
|
|
JPMP
Kraton Selldown:
|
96,458
|
|
|
|
JPMP
Kraton Selldown II:
|
37,585
|
|
|
|
|
|
|
|
|
(ii)
|
Not
applicable
|
|
|
|
|
|
|
|
|
|
|
(iii)
|
JPMP
(BHCA)
|
:
|
2,260,197
|
|
|
|
JPMP
Global
|
:
|
540,071
|
|
|
|
JPMP
Kraton A
|
:
|
82,984
|
|
|
|
JPMP
Cayman
|
:
|
231,257
|
|
|
|
JPMP
Cayman II
|
:
|
30,322
|
|
|
|
JPMP
Kraton
|
:
|
39,882
|
|
|
|
JPMP
Selldown
|
:
|
86,401
|
|
|
|
JPMP
Selldown II:
|
597,298
|
|
|
|
JPMP
Kraton Selldown:
|
96,458
|
|
|
|
JPMP
Kraton Selldown II:
|
37,585
|
(iv) Not
applicable
Item
5. Ownership of Five Percent or Less of a Class
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another
Person
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
Not
applicable.
Item
8. Identification and Classification of Members of the
Group
Each of
TPG III Polymer Holdings LLC and TPG IV Polymer Holdings LLC (collectively,
“
TPG
”) and JPMP
(BHCA), JPMP Kraton Selldown II, JPMP Global, JPMP Kraton A, JPMP Cayman, JPMP
Cayman II, JPMP Kraton, JPMP Selldown, JPMP Selldown II and JPMP Kraton Selldown
(collectively, “
JPMP
”) have entered
into a registration rights and shareholders’ agreement with the Company (the
“
Shareholders’
Agreement
”). Pursuant to the Shareholders’ Agreement, each of TPG and
JPMP have the right to elect two directors to the board of directors of the
Company so long as it owns 10% or more of the outstanding common stock and one
director so long as it owns 2% or more of the common stock. Additionally, the
Shareholders’ Agreement places restrictions on each party’s right to transfer
their respective shares of common stock without consent of the other party, and
grants rights to the other party to participate on the same terms in mutually
consented transfers. These provisions will be in effect for a limited time, and
terminate earlier if the ownership interest of TPG and JPMP falls below certain
levels. Furthermore, the Shareholders’ Agreement provides that TPG
and JPMP can cause the Company to register their shares of common stock in the
Company under the Securities Act of 1933 and to maintain a shelf registration
statement effective with respect to such shares.
Together
TPG and the JPMP own collectively 9,995,298 shares of common stock of the
Company, representing approximately 32.0% of the outstanding common stock of the
Company. TPG collectively owns 5,992,843 shares of common stock of the Company
(the “
TPG
Shares
”), representing approximately 19.2% of the outstanding common
stock of the Company. JPMP collectively owns 4,002,455 shares of
common stock of the Company (the “
JPMP Shares
”),
representing approximately 12.8% of the outstanding common stock of the Company,
based on 31,252,979 shares of common stock outstanding as of October 29, 2010,
as disclosed in the Company’s Quarterly Report on Form 10-Q filed on November 3,
2010 . The JPMP Shares includes 7,226 shares of common stock of the Company,
representing $50,000 of common stock of the Company granted to each of Timothy
J. Walsh and Kevin G. O’Brien in consideration of their service on the Board of
Directors of the Company. The price of the stock is based upon the
average of the high and low prices of the common stock of the Company as
reported on the New York Stock Exchange on January 28, 2010. 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). This
statement relates solely to the beneficial ownership of JPMP with respect to the
JPMP Shares, and JPMP specifically disclaims any and all beneficial ownership in
the TPG Shares.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certification
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2011
|
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/
Ana
Capella Gomez-Acebo
|
|
Name:
Ana Capella Gomez-Acebo
|
|
Title:
Managing Director
|
|
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/
Ana
Capella Gomez-Acebo
|
|
Name:
Ana Capella Gomez-Acebo
|
|
Title:
Managing Director
|
|
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/
Ana
Capella Gomez-Acebo
|
|
Name:
Ana Capella Gomez-Acebo
|
|
Title:
Managing Director
|
|
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/
Ana
Capella Gomez-Acebo
|
|
Name:
Ana Capella Gomez-Acebo
|
|
Title:
Managing Director
|
|
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/
Ana
Capella Gomez-Acebo
|
|
Name:
Ana Capella Gomez-Acebo
|
|
Title:
Managing Director
|
|
JPMP
GLOBAL FUND/KRATON, L.P.
|
|
|
|
|
By:
|
JPMP
Global Investors, L.P.,
|
|
|
its
general partner
|
|
|
|
|
By:
|
JPMP
Capital Corp.,
|
|
|
its
general partner
|
|
By:
|
/s/
Ana
Capella Gomez-Acebo
|
|
Name:
Ana Capella Gomez-Acebo
|
|
Title:
Managing Director
|
|
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/
Ana
Capella Gomez-Acebo
|
|
Name:
Ana Capella Gomez-Acebo
|
|
Title:
Managing Director
|
|
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/
Ana
Capella Gomez-Acebo
|
|
Name:
Ana Capella Gomez-Acebo
|
|
Title:
Managing Director
|
|
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/
Ana
Capella Gomez-Acebo
|
|
Name:
Ana Capella Gomez-Acebo
|
|
Title:
Managing Director
|
|
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/
Ana
Capella Gomez-Acebo
|
|
Name:
Ana Capella Gomez-Acebo
|
|
Title:
Managing Director
|
EXHIBIT
2(a)
Item 2. Identity
and Background.
This
statement is being filed by J.P. Morgan Partners (BHCA), L.P., a Delaware
limited partnership (hereinafter referred to as “
JPMP (BHCA)
”), whose
principal business office is located 270 Park Avenue, New York, New York
10017. JPMP (BHCA) is engaged in the venture capital, private equity
and leveraged buyout business. The general partner of JPMP (BHCA) is
JPMP Master Fund Manager, L.P., a Delaware limited partnership (hereinafter
referred to as “
JPMP
Master Fund
”), whose principal business office is located at the same
address as JPMP (BHCA), and is also engaged directly and indirectly (through
affiliates) in the venture capital, private equity and leveraged buyout
business. As general partner of JPMP (BHCA), JPMP Master Fund may be
deemed to beneficially own the shares held by JPMP (BHCA).
This
statement is also being filed by J.P. Morgan Partners Global Investors, L.P., a
Delaware limited partnership (“
JPMP Global
”), whose
principal place of business is located at the same address as JPMP (BHCA); JPMP
Global Fund/Kraton A, L.P., a Delaware limited partnership (“
JPMP Kraton A
”),
whose principal place of business is located at the same address as JPMP (BHCA);
J.P. Morgan Partners Global Investors (Cayman), L.P., a limited partnership
organized under the laws of the Cayman Islands (“
JPMP Cayman
”), whose
principal place of business is located at the same address as JPMP (BHCA); J.P.
Morgan Partners Global Investors (Cayman) II, L.P., a limited partnership
organized under the laws of the Cayman Islands (“
JPMP Cayman II
”),
whose principal place of business is located at the same address as JPMP
(BHCA); JPMP Global Fund/Kraton, L.P., a Delaware limited partnership
(“
JPMP
Kraton
”), whose principal place of business is located at the same
address as JPMP (BHCA); J.P. Morgan Partners Global Investors (Selldown), L.P.,
a Delaware limited partnership (“
JPMP Selldown
”),
whose principal place of business is located at the same address as JPMP (BHCA),
J.P. Morgan Partners Global Investors (Selldown) II, L.P., a Delaware limited
partnership (“
JPMP
Selldown II
”), whose principal place of business is located at the same
address as JPMP (BHCA); JPMP Global Fund/Kraton/Selldown, L.P., a
Delaware limited partnership (“
JPMP Kraton
Selldown
”) whose principal place of business is located at the same
address as JPMP (BHCA); and JPMP Global Fund/Kraton/Selldown II, L.P. (“
JPMP Kraton Selldown
II
” and collectively with JPMP Global, JPMP Kraton A, JPMP Cayman, JPMP
Cayman II, JPMP Kraton, JPMP Selldown, JPMP Selldown II and JPMP Kraton Selldown
the “
Global
Fund
Entities
”), a Delaware limited partnership, whose principal place of
business is located at the same address as JPMP (BHCA). Each of the
Global Fund Entities is also engaged in the venture capital, private equity and
leveraged buyout business. The general partner of each of the Global
Fund Entities is J.P. Morgan Partners Global Investors, L.P., a Delaware limited
partnership (“
JPMP
Investors
”), whose principal place of business is located at the same
address as JPMP (BHCA). JPMP Investors is engaged indirectly in the
venture capital, private equity and leveraged buyout business as general partner
of each of the Global Fund Entities. As general partner of each of
the Fund Entities, JPMP Investors may be deemed to beneficially own the shares
held by the Global Fund Entities.
The
general partner of each of JPMP Master Fund and JPMP Investors is JPMP Capital
Corp., a New York corporation (hereinafter referred to as “
JPMP Capital Corp
.”),
whose principal business office is located at the same address as JPMP (BHCA),
and is also engaged directly and indirectly (through affiliates) in the venture
capital, private equity and leveraged buyout business. Set forth in
Schedule A
hereto and incorporated herein by reference are the names, business addresses,
principal occupations and employments of each executive officer and director of
JPMP Capital Corp. As the general partner of each of JPMP Master Fund
and JPMP Investors, JPMP Capital Corp. may be deemed to beneficially own the
shares held by JPMP (BHCA) and the Global Fund Entities.
JPMP
Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co., a
Delaware corporation (hereinafter referred to as “
JPMorgan Chase
”)
which is engaged (primarily through subsidiaries) in the commercial banking
business with its principal office located at 270 Park Avenue, New York, New
York 10017. Set forth in
Schedule B
hereto and
incorporated herein by reference are the names, business addresses, principal
occupations and employments of each executive officer and director of JPMorgan
Chase.
SCHEDULE
A
JPMP CAPITAL
CORP.
Executive
Officers (1)
|
Chief
Investment Officer
|
|
Ina
R. Drew*
|
|
Managing
Director
|
|
Joseph
S. Bonocore*
|
|
Managing
Director
|
|
Ana
Capella Gomez-Acebo*
|
|
Managing
Director
|
|
John
C. Wilmot*
|
|
Managing
Director and Treasurer
|
|
David
Alexander*
|
|
Executive
Director
|
|
John
F. Geisler*
|
|
Vice
President
|
|
William
T. Williams Jr*
|
|
Executive
Director and Secretary
|
|
Judah
Shechter*
|
|
Vice
President and Assistant Secretary
|
|
Elizabeth
De Guzman*
|
Directors
(1)
Ina R.
Drew*
John C.
Wilmot*
(1) Each
of whom is a United States citizen except for Ana Capella Gomez-Acebo, who is a
citizen of Spain.
*
Principal occupation is
employee and/or officer of JPMorgan Chase & Co. Business address
is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY
10017
SCHEDULE
13G
Issuer:
Kraton Performance
Polymers, Inc.
SCHEDULE
B
JPMORGAN
CHASE & CO.
Executive
Officers(1)
|
President
and Chief Executive Officer
|
James
Dimon*
|
|
Chief
Administrative Officer
|
Frank
J. Bisignano*
|
|
Chief
Financial Officer
|
Douglas
L. Braustein
|
|
Chief
Executive Officer, Treasury & Securities Services
|
Michael
J. Cavanagh*
|
|
General
Counsel
|
Stephen
M. Cutler*
|
|
Head
of Corporate Responsibility
|
William
M. Daley*
|
|
Director
of Human Resources
|
John
L. Donnelly*
|
|
Chief
Investment Officer
|
Ina
R. Drew*
|
|
Chief
Executive Officer of Asset Management
|
Mary
E. Erdoes*
|
|
Head
of Commercial Banking
|
Samuel
Todd Maclin*
|
|
Head
of Strategy and Business Development
|
Jay
Mandelbaum*
|
|
President
of International
|
Heidi
Miller*
|
|
Chief
Executive Officer of Retail Financial Services
|
Charles
W. Scharf*
|
|
Chief
Executive Officer of Card Services
|
Gordon
A. Smith*
|
|
Chief
Executive Officer of the Investment Bank
|
James
E. Staley*
|
|
Chief
Risk Officer
|
Barry
L. Zubrow*
|
————————
(1) Each
of whom is a United States citizen.
*
Principal occupation is employee or officer of JPMorgan Chase &
Co.
Business
address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York,
New
York 10017.
SEC 1745
(3-98)
SCHEDULE
13G
Issuer:
Kraton Performance
Polymers, Inc.
Directors
(1)
|
Name
|
|
Principal Occupation or Employment;
Business or Residence Address
|
|
Crandall
C. Bowles
|
|
Chairman
and Chief Executive Officer
Spring
Global US, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
Stephen
B. Burke
|
|
President
Comcast
Cable Communications, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
James
S. Crown
|
|
President
Henry
Crown and Company
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
David
M. Cote
|
|
Chairman
and Chief Executive Officer
Honeywell International
Inc.
101
Columbia Rd.
Morristown,
NJ 07962-1219
|
|
James
Dimon
|
|
Chief
Executive Officer
JPMorgan
Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
Ellen
V. Futter
|
|
President
and Trustee
American
Museum of Natural History
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
William
H. Gray, III
|
|
Retired
President and Chief Executive Officer
The
College Fund/UNCF
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
Laban
P. Jackson, Jr.
|
|
Chairman
and Chief Executive Officer
Clear
Creek Properties, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
Lee
R. Raymond
|
|
Chairman
of the Board and Chief Executive Officer
Exxon
Mobil Corporation
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
SEC 1745
(3-98)
SCHEDULE
13G
Issuer:
Kraton Performance
Polymers, Inc.
|
David
C. Novak
|
|
Chairman
and Chief Executive Officer
Yum!
Brands, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
William
C. Weldon
|
|
Chairman
and Chief Executive Officer
Johnson
& Johnson
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
(1) Each
of whom is a United States citizen.
CC1:836651.6
SEC 1745
(3-98)