PetroLogistics LP
600 Travis Street, Suite 3250
Houston, Texas 77002
(713) 255-5990
Via EDGAR
September 16, 2013
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street NE
Washington, DC 20549-7010
Attention: Pamela Long
Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-190106) of PetroLogistics LP
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby request that the effective time of the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 4:00 p.m., Eastern Time, on Wednesday, September 18, 2013, or as soon thereafter as is practicable.
In addition, we acknowledge the following:
· should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve us from our full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· we may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you need additional information, please contact John P. Johnston (212-237-0039) or Christian Mathiesen (212-237-0027), at Vinson & Elkins L.L.P.
| Very truly yours, | ||
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| PetroLogistics LP | ||
| By: | PetroLogistics GP LLC, its general partner | |
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| By: | /s/ Richard Rice |
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| Name: | Richard Rice |
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| Title: | Senior Vice President, Corporate |
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| Secretary and General Counsel |