Edgar Filing: Kraton Performance Polymers, Inc.

Ownership Submission

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

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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(Print or Type Responses)

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 LLC, 270 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2010

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/29/2010		S		3,200,000 ⁽¹³⁾	D	$ 25.3075	4,482,455	D ⁽¹⁾
Common Stock	09/29/2010		S		1,804,529	D	$ 25.3075	2,530,876 ⁽¹²⁾	D ⁽²⁾
Common Stock	09/29/2010		S		432,573	D	$ 25.3075	604,957	D ⁽³⁾
Common Stock	09/29/2010		S		66,466	D	$ 25.3075	92,954	D ⁽⁴⁾
Common Stock	09/29/2010		S		185,227	D	$ 25.3075	259,041	D ⁽⁵⁾
Common Stock	09/29/2010		S		24,287	D	$ 25.3075	33,965	D ⁽⁶⁾
Common Stock	09/29/2010		S		31,945	D	$ 25.3075	44,674	D ⁽⁷⁾
Common Stock	09/29/2010		S		69,203	D	$ 25.3075	96,781	D ⁽⁸⁾
Common Stock	09/29/2010		S		77,258	D	$ 25.3075	108,047	D ⁽⁹⁾
Common Stock	09/29/2010		S		478,408	D	$ 25.3075	669,059	D ⁽¹⁰⁾
Common Stock	09/29/2010		S		30,104	D	$ 25.3075	42,101	D ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JP MORGAN PARTNERS BHCA LP C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JP MORGAN PARTNERS GLOBAL INVESTORS LP C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JPMP Global Fund/Kraton A, L.P. C/O J.P. MORGAN PARTNERS LLC 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 LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LP C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JPMP Global Fund/Kraton/Selldown, L.P. C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN II L P C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JPMP Global Fund/Kraton/Selldown II, L.P. C/O J.P. MORGAN PARTNERS LLC 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		09/30/2010
^**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		09/30/2010
^**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		09/30/2010
^**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		09/30/2010
^**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		09/30/2010
^**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		09/30/2010
^**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		09/30/2010
^**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		09/30/2010
^**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		09/30/2010
^**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		09/30/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	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 owned 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 7,226 shares of common stock of Kraton Performance Polymers, Inc., representing $50,000 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 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.
(13)	This represents the aggregate number of shares disposed by the Reporting Persons.
Remarks: Form 1 of 2

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