SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Riverstone V PVR Holdings, L.P. (Last) (First) (Middle) 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PVR PARTNERS, L. P. [ PVR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/21/2014
	4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Units	03/21/2014		C		24,811,083	A	$0	24,811,083(1)(2)	D(3)
Common Units	03/21/2014		D		24,811,083	D	$0	0(4)	D

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 Securities Underlying Derivative Security (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: 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
Class B Units	$0	03/21/2014		C			24,811,083	(1)	(1)	Common Units	24,811,083(2)	$0	0	D(3)

1. Name and Address of Reporting Person* Riverstone V PVR Holdings, L.P. (Last) (First) (Middle) 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverstone Energy Partners V, L.P. (Last) (First) (Middle) 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverstone Energy GP V, LLC (Last) (First) (Middle) 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Reporting Person owned 24,811,083 Class B Units of the Issuer. As described in the Agreement and Plan of Merger among Regency Energy Partners LP, Regency GP LP, RVP LLC, PVR Partners, L.P. and PVR GP, LLC, upon approval of transactions contemplated thereunder (the "Merger") by the unitholders of the Issuer, pursuant to an amendment to the Limited Partnership Agreement of the Issuer adopted February 20, 2014, the Class B Units converted to Common Units of the Issuer immediately prior to the effective time of the Merger.

2. The Class B Units converted into Common Units on a 1:1 basis.

3. This Form 4 is filed jointly by Riverstone V PVR Holdings, L.P., Riverstone Energy Partners V, L.P., its general partner, and Riverstone Energy GP V, LLC, its general partner.

4. The reporting Person received 25,307,304 common units of Regency Energy Partners LP upon consummation of the Merger.

	RIVERSTONE V PVR HOLDINGS, L.P., by Riverstone Energy Partners V, L.P., its general partner, by Riverstone Energy GP V, LLC, its general partner, by /s/ Thomas J. Walker, Authorized Person	03/24/2014
	RIVERSTONE ENERGY PARTNERS V, L.P., by Riverstone Energy GP V, LLC, its general partner, by /s/ Thomas J. Walker, Authorized Person	03/24/2014
	RIVERSTONE ENERGY GP, V, LLC, by: /s/ Thomas J. Walker, Authorized Person	03/24/2014
	** Signature of Reporting Person	Date
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* 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).
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