Sec Form 3 Filing - Vitale Louis @ Polymer Holdings LLC - 2009-12-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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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1. Name and Address of Reporting Person
Vitale Louis
2. Issuer Name and Ticker or Trading Symbol
Polymer Holdings LLC [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Corporate Controller
(Last) (First) (Middle)
C/O KRATON POLYMERS, 15710 JOHN F. KENNEDY BLVD., SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2009
(Street)
HOUSTON, TX77032
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Options (right to buy) ( 1 ) ( 2 ) ( 4 ) $ 1 ( 4 ) ( 3 ) 06/19/2018 Membership Units ( 1 ) ( 2 ) ( 4 ) 75,000 ( 1 ) ( 2 ) ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vitale Louis
C/O KRATON POLYMERS
15710 JOHN F. KENNEDY BLVD., SUITE 300
HOUSTON, TX77032
Corporate Controller
Signatures
/s/ Stephen W. Duffy on behalf of Louis A. Vitale 12/16/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Polymer Holdings LLC ("PH") expects to complete an initial public offering of common stock on or about December 22, 2009 (the "IPO"). PH is being converted into a Delaware corporation named Kraton Performance Polymers, Inc. ("KPP") and on or prior to the completion of the IPO, PH's parent company TJ Chemical Holdings LLC ("TJ Chem") and one of its equity holders, Kraton Management LLC ("KM") will be reorganized such that the current equity owners of TJ Chem and of KM will own shares in KPP directly. As part of the IPO, shares of KPP's common stock are expected to be listed on the New York Stock Exchange under the symbol "KRA." The IPO, conversion and reorganization transactions are referred to as the "Transactions." As part of the Transactions (i) Membership Units of PH (the "PH Units") are expected to convert to common stock of KPP, par value $0.01 per share (the "KPP Shares") and (Continued to footnote 2)
( 2 )(ii) Employee Options described herein are expected to convert into options to purchase KPP Shares. The interests reported herein represent pecuniary interests in PH that are indirectly held through TJ Chem and KM. KM's only assets are interests in TJ Chem and TJ Chem's only assets are interests in PH.
( 3 )25,000 of the options reported herein have vested and are immediately exercisable. The remaining options will vest in two equal installments on June 19, 2010 and June 19, 2011, respectively, subject in each case to Louis A. Vitale (the "Reporting Person") being employed by KPP or its affiliates or subsidiaries on the vesting date.
( 4 )The options reported herein represent the right to acquire membership units of TJ Chem granted pursuant to the TJ Chem 2004 Option Plan, as described in the Registration Statement and, as a result of the relationship between TJ Chem and PH, represent the indirect right to acquire PH Units. Following the Transactions, the options will represent the right to acquire KPP Shares based on the conversion of the options, and adjustment of the exercise price, at a conversion ratio to be included in the final prospectus made part of PH's Registration Statement on Form S-1, No. 333-162248 (the "Registration Statement"), as further described in the Registration Statement.

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