UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-35529
PetroLogistics LP
(Exact name of registrant as specified in its charter)
Delaware |
| 45-2532754 |
(State or other jurisdiction of |
| (I.R.S. Employer |
|
|
|
600 Travis Street, Suite 3250 |
|
|
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (713) 255-5990
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
| Accelerated filer o |
|
|
|
Non-accelerated filer x |
| Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
As of August 7, 2012, there were 139,587,016 common units representing limited partner interests in PetroLogistics LP outstanding.
AMENDMENT NO. 1 TO THE QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2012
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2012, as filed with the Securities and Exchange Commission on August 7, 2012, is to furnish Exhibits 101 to the Form 10-Q as required by Rule 405(a)(2) of Regulation S-T. Exhibits 101 consist of the interactive data files that were not included with the initial Form 10-Q, as allowed by the 30-day grace period for the first quarterly period in which detailed footnote tagging is required.
No changes have been made to the Quarterly Report other than the furnishing of the aforementioned Exhibits 101. This Amendment No. 1 to Form 10-Q does not reflect subsequent events occurring after the original filing date of the Form 10-Q nor does it modify or update in any way the disclosures made in the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibits 101 are deemed not filed as part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
(a) Exhibits.
Exhibit No. |
| Document |
|
|
|
3.1 |
| Certificate of Limited Partnership of PetroLogistics LP incorporated herein by reference to Exhibit 3.1 of the Registration Statement on Form S-1 for PetroLogistics LP, filed on June 21, 2011 (File No. 333-175035). |
|
|
|
3.2 |
| First Amended and Restated Agreement of Limited Partnership of PetroLogistics LP incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K for PetroLogistics LP, filed May 9, 2012 (File No. 001-35529). |
|
|
|
31.1* |
| Certification of Principal Executive Officers of PetroLogistics GP LLC as required by Rule 13a-14(a) of the Securities Exchange Act of 1934. |
|
|
|
31.2* |
| Certification of Principal Financial Officer of PetroLogistics GP LLC as required by Rule 13a-14(a) of the Securities Exchange Act of 1934. |
|
|
|
32.1+ |
| Certification of Principal Executive Officers of PetroLogistics GP LLC pursuant to 18 U.S.C. §1350. |
|
|
|
32.2+ |
| Certification of Principal Financial Officer of PetroLogistics GP LLC pursuant to 18 U.S.C. §1350. |
|
|
|
101.INS++ |
| XBRL Instance Document. |
|
|
|
101.SCH++ |
| XBRL Taxonomy Extension Schema Document. |
|
|
|
101.CAL++ |
| XBRL Taxonomy Calculation Linkbase Document. |
|
|
|
101.LAB++ |
| XBRL Label Linkbase Document. |
|
|
|
101.PRE++ |
| XBRL Presentation Linkbase Document. |
|
|
|
101.DEF++ |
| XBRL Taxonomy Extension Definition. |
* Previously filed.
+ Previously furnished with the Quarterly Report on Form 10-Q filed on August 7, 2012, for the period ended June 30, 2012.
++ The documents formatted in XBRL (Extensible Business Reporting Language) and attached as Exhibit 101 to this report are deemed not filed as part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under these sections.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PETROLOGISTICS LP | ||
| (Registrant) | ||
|
| By PetroLogistics GP LLC, its general Partner | |
|
|
|
|
August 31, 2012 |
| By: | /s/ David Lumpkins |
|
|
| David Lumpkins |
|
|
| Executive Chairman of PetroLogistics LP and Director of PetroLogistics GP LLC |
|
|
| (on behalf of the Registrant) |
|
|
|
|
|
|
|
|
| By: |
| /s/ Nathan Ticatch |
|
|
| Nathan Ticatch |
|
|
| President and Chief Executive Officer of PetroLogistics LP and Director of PetroLogistics GP LLC |
|
|
|
|
|
|
|
|
| By: |
| /s/ Sharon Spurlin |
|
|
| Sharon Spurlin |
|
|
| Senior Vice President and Chief Financial Officer Officer |
|
|
| (Principal Financial Officer) |