Statement of Changes in Beneficial Ownership (4)
2014年3月25日 - 11:29PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CASADAY MARK D.
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2. Issuer Name
and
Ticker or Trading Symbol
PVR PARTNERS, L. P.
[
PVR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP & COO-Midstream
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(Last)
(First)
(Middle)
THREE RADNOR CORPORATE CENTER, SUITE 301
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/21/2014
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(Street)
RADNOR, PA 19087
(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 Units
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3/21/2014
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M
(1)
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35764.0000
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A
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$0.0000
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57759.0000
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D
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Common Units
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3/21/2014
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F
(2)
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11351.0000
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D
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$27.4400
(3)
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46408.0000
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D
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Common Units
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3/21/2014
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D
(4)
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46408.0000
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D
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$0
(4)
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0.0000
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D
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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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Phantom Units
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$0.0000
(5)
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3/21/2014
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M
(1)
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10500.0000
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(6)
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(6)
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Common Units
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10500.0000
(6)
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$0.0000
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25264.0000
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D
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Phantom Units
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$0.0000
(5)
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3/21/2014
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M
(1)
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25264.0000
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(7)
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(7)
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Common Units
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25264.0000
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$0.0000
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0.0000
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D
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Explanation of Responses:
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(
1)
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- All transactions reported occurred in connection with the merger of PVR Partners, L.P. ("PVR") into Regency Energy Partners LP ("Regency ") effective on March 21, 2014. On March 20, 2014, the last trading day for the PVR common units, the closing price of PVR's common units was $27.44 per unit (the "Closing Price"), and the closing price of Regency's common units was $26.70 per unit. Each PVR common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings and net exercises, was converted into the right to receive 1.020 Regency common units.- Immediately prior to the merger, except as otherwise provided in reporting person's individual unit award agreement, each phantom unit vested in full (in the case of performance-based phantom units, based on a target earned percentage of 100%), and a PVR common unit was deemed issued in settlement thereof.
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(
2)
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Common Units withheld pursuant to exercise of tax withholding right under the terms of the PVR GP, LLC Long-Term Incentive Plan to cover taxes payable upon vesting of phantom units reported in Table II. PVR GP, LLC is the general partner of the Issuer.
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(
3)
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Closing price for the Issuer's common units on March 20, 2014, the closing price on the last trading day for the PVR common units.
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(
4)
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All transactions reported occurred in connection with the merger of PVR Partners, L.P. ("PVR") into Regency Energy Partners LP ("Regency ") effective on March 21, 2014. On March 20, 2014, the last trading day for the PVR common units, the closing price of PVR's common units was $27.44 per unit (the "Closing Price"), and the closing price of Regency's common units was $26.70 per unit. Each PVR common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings and net exercises, was converted into the right to receive 1.020 Regency common units.
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(
5)
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Each Phantom Unit represents the right to receive one unit of the Issuer's Common Units upon vesting.
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(
6)
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Phantom Units granted under the terms of the PVR GP LLC Sixth Amended and Restated Long Term Incentive Plan were scheduled to vest in three equal installments commencing February 13, 2016 in accordance with reporting person's February 13, 2013 Phantom Unit Award Agreement (the "2013 Agreement"). 50% of the reporting person's award was forfeited pursuant to the Change of Control provision of the 2013 Agreement. Each phantom unit represents the right to receive one unit of the Issuer's common units upon vesting.
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(
7)
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Vesting of phantom units granted under the terms of the PVR GP LLC Sixth Amended and Restated Long Term Incentive Plan in accordance with reporting person's May 12, 2011, February 17, 2012 and February 13, 2013 Phantom Unit Awards. Each phantom unit represents the right to receive one unit of the Issuer's common units upon vesting.
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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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CASADAY MARK D.
THREE RADNOR CORPORATE CENTER
SUITE 301
RADNOR, PA 19087
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EVP & COO-Midstream
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Signatures
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Marci K. Donnelly, as power of attorney
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3/25/2014
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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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