- Statement of Changes in Beneficial Ownership (4)
April 08 2011 - 1:14PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
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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
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1. Name and Address of Reporting Person
*
O'BRIEN KEVIN G.
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2. Issuer Name
and
Ticker or Trading Symbol
Kraton Performance Polymers, Inc.
[
KRA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CCMP CAPITAL ADVISORS, LLC, 245 PARK AVENUE, 16TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/6/2011
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(Street)
NEW YORK, NY 10167
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/6/2011
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S
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3995229
(1)
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D
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$36.0512
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3613
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I
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See Footnotes
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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This represents a disposition of the Issuer's securities by (i) J.P. Morgan Partners (BHCA), L.P. ("JPMP BHCA"), (ii) J.P.
Morgan Partners Global Investors, L.P. ("J.P. Morgan Global"), (iii) JPMP Global Fund/Kraton A, L.P. ("JPMP Kraton A"), (iv)
J.P. Morgan Partners Global Investors (Cayman) L.P. ("JPMP Cayman"), (v) J.P. Morgan Partners Global Investors (Cayman) II,
L.P. ("JPMP Cayman II"), (vi) JPMP Global Fund/Kraton, L.P. ("JPMP Kraton"), (vii) J.P. Morgan Partners Global Investors
(Selldown), L.P. ("JPMP Selldown"), (viii) JPMP Global Fund/Kraton/Selldown, L.P., ("JPMP Kraton Selldown"), (ix) J.P.
Morgan Partners Global Investors (Selldown) II, L.P. ("JPMP Selldown II") and (x) JPMP Global Fund/Kraton/Selldown II L.P
("JPMP Kraton Selldown II", and together with J.P. Morgan Global, JPMP Kraton A, JPMP Cayman, JPMP Cayman II, JPMP Kraton,
JPMP Selldown, JPMP Kraton Selldown, and JPMP Selldown II, the "Global Funds").
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(
2)
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The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP BHCA and the Global Funds and
includes 3,613 shares of common stock held by the Reporting Person. The Reporting Person was granted $50,000 of common
stock of Kraton Performance Polymers, Inc. in consideration of his 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 28, 2010. Pursuant to contractual undertakings by the Reporting
Person, the Reporting Person is holding these shares for the benefit of JPMP BHCA.
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(
3)
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The Reporting Person is a limited partner of JPMP Master Fund Manager, L.P. ("JPMP MFM"). JPMP MFM is the general partner of
JPMP BHCA and a limited partner of JPMP Global Investors, L.P. ("JPMP Global Investors"), the general partner of the Global
Funds. The actual pro rata portion of beneficial ownership of any shares of the Issuer that may be deemed attributable to
the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of
return and vesting of interests within JPMP BHCA, JPMP MFM, JPMP Global Investors and the Global Funds. Mr. O'Brien
disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein.
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Remarks:
Elizabeth De Guzman is signing on behalf of Kevin G. O'Brien pursuant to an authorization and designation letter dated
December 9, 2009, which was previously filed with the Securities and Exchange Commission on December 16, 2009.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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O'BRIEN KEVIN G.
C/O CCMP CAPITAL ADVISORS, LLC
245 PARK AVENUE, 16TH FLOOR
NEW YORK, NY 10167
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X
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Signatures
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/s/ Elizabeth Guzman on behalf of Kevin G. O'Brien
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4/8/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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