Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Rule 13d-102)

Information to be Included in Statements Filed
Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto
Filed Pursuant to Rule 13d-2(b)

(Amendment No.__)*

Kraton Performance Polymers, Inc.
(Name of Issuer)
 
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)

 
50077C 106
  
 
(CUSIP Number)
  

December 31, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
 
¨ Rule 13d-1(c)
 
x Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 

1.  
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
   
J.P. Morgan Partners (BHCA), L.P.
13-3371826
2.  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
 
(b)      
x
3.  
SEC Use Only
 
     
4.  
Citizenship or Place of Organization
Delaware
     
Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
5.
Sole Voting Power
4,328,179 shares of common stock
6.
Shared Voting Power     
n/a
7.
Sole Dispositive Power     
4,328,179 shares of common stock
8.
Shared Dispositive Power    
n/a
     
9.  
 Aggregate Amount Beneficially Owned by Each Reporting Person                      4,328,179 shares of common stock
     
10.  
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
     
     
11.  
Percent of Class Represented by Amount in Row (9)
14.1% (1)
     
12.  
Type of Reporting Person (See Instructions)
   
PN
     
     
     
     
     

(1) Based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010.

 
Page 2 of 26 pages
 

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
   
J.P. Morgan Partners Global Investors, L.P.
13-4197054
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
 
(b)      
x
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
Delaware
     
Number of Shares   
Beneficially   
Owned by Each   
Reporting Person  
With:
5.
Sole Voting Power
1,037,530 shares of common stock
6.
Shared Voting Power     
n/a
7.
Sole Dispositive Power     
1,037,530 shares of common stock
8.
Shared Dispositive Power    
n/a
     
9.  
 Aggregate Amount Beneficially Owned by Each Reporting Person                      1,037,530 shares of common stock
     
10.  
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
     
     
11.  
Percent of Class Represented by Amount in Row (9)
3.4% (1)
     
12.  
Type of Reporting Person (See Instructions)
   
PN
     
     
     
     
     
 
(1) Based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010.
 
Page 3 of 26 pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
   
JPMP Global Fund/Kraton A, L.P.
04-3782676
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
 
(b)      
x
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
Delaware
     
Number of Shares   
Beneficially   
Owned by Each   
Reporting Person  
With:
5.
Sole Voting Power
159,420 shares of common stock
6.
Shared Voting Power     
n/a
7.
Sole Dispositive Power     
159,420 shares of common stock
8.
Shared Dispositive Power    
n/a
     
9.  
 Aggregate Amount Beneficially Owned by Each Reporting Person                      159,420 shares of common stock
     
10.  
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
     
     
11.  
Percent of Class Represented by Amount in Row (9)
0.5% (1)
     
12.  
Type of Reporting Person (See Instructions)
   
PN
     
     
     
     
     
 
(1) Based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010.
 
Page 4 of 26 pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
   
J.P. Morgan Partners Global Investors (Cayman), L.P.
13-4197057
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
 
(b)      
x
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
Cayman Islands
     
Number of Shares   
Beneficially   
Owned by Each   
Reporting Person  
With:
5.
Sole Voting Power
444,268 shares of common stock
6.
Shared Voting Power     
n/a
7.
Sole Dispositive Power     
444,268 shares of common stock
8.
Shared Dispositive Power    
n/a
     
9.  
 Aggregate Amount Beneficially Owned by Each Reporting Person                      444,268 shares of common stock
     
10.  
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
     
     
11.  
Percent of Class Represented by Amount in Row (9)
1.5% (1)
     
12.  
Type of Reporting Person (See Instructions)
   
PN
     
     
     
     
     

(1) Based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010.
 
Page 5 of 26 pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
   
J.P. Morgan Partners Global Investors (Cayman) II, L.P.
26-0005546
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
 
(b)      
x
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
Cayman Islands
     
Number of Shares   
Beneficially
Owned by Each
Reporting Person   
With:
5.
Sole Voting Power
58,252 shares of common stock
6.
Shared Voting Power     
n/a
7.
Sole Dispositive Power     
58,252 shares of common stock
8.
Shared Dispositive Power    
n/a
     
9.  
 Aggregate Amount Beneficially Owned by Each Reporting Person                      58,252 shares of common stock
     
10.  
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
     
     
11.  
Percent of Class Represented by Amount in Row (9)
0.2% (1)
     
12.  
Type of Reporting Person (See Instructions)
   
PN
     
     
     
     
     
 
(1) Based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010.
 
Page 6 of 26 pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
   
JPMP Global Fund/Kraton, L.P.
04-3782674
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
 
(b)      
x
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
Cayman Islands
     
Number of Shares   
Beneficially   
Owned by Each   
Reporting Person  
With:  
5.
Sole Voting Power
76,619 shares of common stock
6.
Shared Voting Power     
n/a
7.
Sole Dispositive Power     
76,619 shares of common stock
8.
Shared Dispositive Power    
n/a
     
9.  
 Aggregate Amount Beneficially Owned by Each Reporting Person                      76,619 shares of common stock
     
10.  
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
     
     
11.  
Percent of Class Represented by Amount in Row (9)
0.3% (1)
     
12.  
Type of Reporting Person (See Instructions)
   
PN
     
     
     
     
     
 
(1) Based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010.
 
Page 7 of 26 pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
   
J.P. Morgan Partners Global Investors (Selldown), L.P.
56-2489868
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
 
(b)      
x
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
Delaware
     
Number of Shares   
Beneficially
Owned by Each
Reporting Person   
With:
5.
Sole Voting Power
165,984 shares of common stock
6.
Shared Voting Power     
n/a
7.
Sole Dispositive Power     
165,984 shares of common stock
8.
Shared Dispositive Power    
n/a
     
9.  
 Aggregate Amount Beneficially Owned by Each Reporting Person                      165,984 shares of common stock
     
10.  
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
     
     
11.  
Percent of Class Represented by Amount in Row (9)
0.5% (1)
     
12.  
Type of Reporting Person (See Instructions)
   
PN
     
     
     
     
     

(1) Based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010.
 
Page 8 of 26 pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
   
J.P. Morgan Partners Global Investors (Selldown) II, L.P.
20-4065857
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
 
(b)      
x
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
Delaware
     
Number of Shares   
Beneficially   
Owned by Each   
Reporting Person  
With:
5.
Sole Voting Power
1,147,467 shares of common stock
6.
Shared Voting Power     
n/a
7.
Sole Dispositive Power     
1,147,467 shares of common stock
8.
Shared Dispositive Power    
n/a
     
9.  
 Aggregate Amount Beneficially Owned by Each Reporting Person                      1,147,467 shares of common stock
     
10.  
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
     
     
11.  
Percent of Class Represented by Amount in Row (9)
3.8% (1)
     
12.  
Type of Reporting Person (See Instructions)
   
PN
     
     
     
     
     
 
(1) Based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010.
 
Page 9 of 26 pages
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
   
JPMP Global Fund/Kraton/Selldown, L.P.
37-1504347
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
 
(b)      
x
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
Delaware
     
Number of Shares   
Beneficially
Owned by Each
Reporting Person   
With:
5.
Sole Voting Power
185,305 shares of common stock
6.
Shared Voting Power     
n/a
7.
Sole Dispositive Power     
185,305 shares of common stock
8.
Shared Dispositive Power    
n/a
     
9.  
 Aggregate Amount Beneficially Owned by Each Reporting Person                      185,305 shares of common stock
     
10.  
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
     
     
11.  
Percent of Class Represented by Amount in Row (9)
0.6% (1)
     
12.  
Type of Reporting Person (See Instructions)
   
 PN
     
     
     
     
     
 
(1) Based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010.
 
Page 10 of 26 pages
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
   
JPMP Global Fund/Kraton/Selldown II, L.P.
20-8308462
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
 
(b)      
x
3.
SEC Use Only
 
     
4.
Citizenship or Place of Organization
Delaware
     
Number of Shares   
Beneficially
Owned by Each
Reporting Person   
With:
5.
Sole Voting Power
72,205 shares of common stock
6.
Shared Voting Power     
n/a
7.
Sole Dispositive Power     
72,205 shares of common stock
8.
Shared Dispositive Power    
n/a
     
9.  
 Aggregate Amount Beneficially Owned by Each Reporting Person                      72,205 shares of common stock
     
10.  
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
     
     
11.  
Percent of Class Represented by Amount in Row (9)
0.2% (1)
     
12.  
Type of Reporting Person (See Instructions)
   
PN
     
     
     
     
     
 
(1) Based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010.
 
Page 11 of 26 pages
 
Item 1.
 
 
(a)
Name of Issuer:
 
Kraton Performance Polymers, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices:
 
15710 John F. Kennedy Boulevard, Suite 300
Houston, Texas 77032
 
Item 2.
 
(a)
Name of Person Filing:
 
J.P. Morgan Partners (BHCA), L.P. (“JPMP (BHCA)”)
J.P. Morgan Partners Global Investors, L.P. (“JPMP Global”)
JPMP Global Fund/Kraton A, L.P. (“JPMP Kraton A”)
J.P. Morgan Partners Global Investors (Cayman), L.P. (“JPMP Cayman”)
J.P. Morgan Partners Global Investors (Cayman) II, L.P. (“JPMP Cayman II”)
JPMP Global Fund/Kraton, L.P. (“JPMP Kraton”)
J.P. Morgan Partners Global Investors (Selldown), L.P. (“JPMP Selldown”)
J.P. Morgan Partners Global Investors (Selldown) II, L.P. (“JPMP Selldown II”)
JPMP Global Fund/Kraton/Selldown, L.P.. (“JPMP Kraton Selldown”)
JPMP Global Fund/Kraton/Selldown II, L.P. (“JPMP Kraton Selldown II”)
 
Supplemental information relating to the ownership and control of the person filing this statement is included in Exhibit 2(a) attached hereto.
 
 
(b)
Address of Principal Business Office or, if none, Residence:
 
c/o J.P. Morgan Partners, LLC
270 Park Avenue
New York, New York  10017

See also supplemental information relating to principal business office is included in Exhibit 2(a) attached hereto.

 
(c)
Citizenship:

JPMP (BHCA):
  
Delaware
JPMP Global:
  
Delaware
JPMP Kraton A:
  
Delaware
JPMP Cayman:
  
Cayman Islands
JPMP Cayman II:
  
Cayman Islands
JPMP Kraton:
  
Delaware
JPMP Selldown:
  
Delaware
JPMP Selldown II:
  
Delaware
JPMP Kraton Selldown:
  
Delaware
JPMP Kraton Selldown II:
  
Delaware
 
 
(d)
Title of Class of Securities (of Issuer):
 
Common Stock
 
 
(e)
CUSIP Number:
 
50077C 106

 
Page 12 of 26 Pages
 

Item 3.     If this statement is filed pursuant to §§ 240. 13d-1(b) or 240. 13d-2(b) or (c), check whether the person filing is a:
 
Not applicable.
 
Item 4.     Ownership
 
 
(a)
Amount Beneficially Owned:

JPMP (BHCA) :
     4,328,179  
JPMP Global:
     1,037,530  
JPMP Kraton A:
     159,420  
JPMP Cayman:
     444,268  
JPMP Cayman II:
     58,252  
JPMP Kraton:
     76,619  
JPMP Selldown:
     165,984  
JPMP Selldown II:
     1,147,467  
JPMP Kraton Selldown:
     185,305  
JPMP Kraton Selldown II:
     72,205  
 
 
(b)
Percent of Class:

The following percentages are based on a total of 30,596,196 Shares outstanding, which represent (i) 29,709,114 shares of common stock of the Company outstanding immediately after the Company’s initial public offering of common stock (the “Initial Public Offering”) pursuant to the Registration Statement on Form S-1 initially filed on October 1, 2009 (as amended) and (ii) 887,082 shares of common stock of the Company issued by the Company on January 7, 2010 pursuant to the exercise of the over-allotment option by the underwriters of the Initial Public Offering, as disclosed on the Company’s Current Report on Form 8-K filed on January 8, 2010:

JPMP (BHCA):
     14.1 %
JPMP Global:
     3.4 %
JPMP Kraton A:
     0.5 %
JPMP Cayman:
     1.5 %
JPMP Cayman II:
     0.2 %
JPMP Kraton:
     0.3 %
JPMP Selldown:
     0.5 %
JPMP Selldown II:
     3.8 %
JPMP Kraton Selldown:
     0.6 %
JPMP Kraton Selldown II:
     0.2 %
 
 
(c)
Number of shares as to which such person has:
 
(i)
JPMP (BHCA):
     4,328,179  
 
JPMP Global:
     1,037,530  
 
JPMP Kraton A:
     159,420  
 
JPMP Cayman:
     444,268  
 
JPMP Cayman II:
     58,252  
 
JPMP Kraton:
     76,619  
 
JPMP Selldown:
     165,984  
 
JPMP Selldown II:
     1,147,467  
 
JPMP Kraton Selldown:
     185,305  
 
JPMP Kraton Selldown II:
     72,205  
 
(ii)
Not applicable

(iii)
JPMP (BHCA):
     4,328,179  
 
JPMP Global:
     1,037,530  
 
JPMP Kraton A:
     159,420  
 
JPMP Cayman:
     444,268  
 
JPMP Cayman II:
     58,252  
 
JPMP Kraton:
     76,619  
 
JPMP Selldown:
     165,984  
 
JPMP Selldown II:
     1,147,467  
 
JPMP Kraton Selldown:
     185,305  
 
JPMP Kraton Selldown II:
     72,205  

 
Page 13 of 26 Pages
 
 
(iv)
Not applicable

Item 5.     Ownership of Five Percent or Less of a Class
 
Not applicable.
 
Item 6.     Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7.     Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
 
Not applicable.
 
Item 8.     Identification and Classification of Members of the Group
 
Each of TPG III Polymer Holdings LLC and TPG IV Polymer Holdings LLC (collectively, “TPG”) and JPMP (BHCA), JPMP Kraton Selldown II, JPMP Global, JPMP Kraton A, JPMP Cayman, JPMP Cayman II, JPMP Kraton, JPMP Selldown, JPMP Selldown II and JPMP Kraton Selldown (collectively, “JPMP”) have entered into a registration rights and shareholders’ agreement with the Company (the “Shareholders’ Agreement”). Pursuant to the Shareholders’ Agreement, each of TPG and JPMP have the right to elect two directors to the board of directors of the Company so long as it owns 10% or more of the outstanding common stock and one director so long as it owns 2% or more of the common stock. Additionally, the Shareholders’ Agreement places restrictions on each party’s right to transfer their respective shares of common stock without consent of the other party, and grants rights to the other party to participate on the same terms in mutually consented transfers. These provisions will be in effect for a limited time, and terminate earlier if the ownership interest of TPG and JPMP falls below certain levels.  Furthermore, the Shareholders’ Agreement provides that TPG and JPMP can cause the Company to register their shares of common stock in the Company under the Securities Act of 1933 and to maintain a shelf registration statement effective with respect to such shares.
 
Together TPG and the JPMP own collectively 19,188,072 shares of common stock of the Company, representing approximately 62.7% of the outstanding common stock of the Company. TPG collectively owns 11,512,843 shares of common stock of the Company (the “TPG Shares”), representing approximately 37.6% of the outstanding common stock of the Company.  JPMP collectively owns 7,675,229 shares of common stock of the Company (the “JPMP Shares”), representing approximately 25.1% of the outstanding common stock of the Company. This statement relates solely to the beneficial ownership of JPMP with respect to the JPMP Shares, and JPMP specifically disclaims any and all beneficial ownership in the TPG Shares.
 
Item 9.     Notice of Dissolution of Group
 
Not applicable.
 
Item 10.   Certification
 
Not applicable

 
Page 14 of 26 Pages
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  February 12, 2010

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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director
 
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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

JPMP GLOBAL FUND/KRATON A, L.P.
 
By:
JPMP Global Investors, L.P.,
 
its general partner
   
By:
JPMP Capital Corp.,
 
its general partner

By:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

 
Page 15 of 26 Pages
 
 
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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director
 
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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director
 
JPMP GLOBAL FUND/KRATON, L.P.
 
By:
JPMP Global Investors, L.P.,
 
its general partner
   
By:
JPMP Capital Corp.,
 
its general partner

By:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

 
Page 16 of 26 Pages
 

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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

JPMP GLOBAL FUND/KRATON/SELLDOWN, L.P.
 
By:
JPMP Global Investors, L.P.,
 
its general partner
   
By:
JPMP Capital Corp.,
 
its general partner

By:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

 
Page 17 of 26 Pages
 

EXHIBIT 2(a)
 
Item 2.  Identity and Background.
 
This statement is being filed by J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (hereinafter referred to as “JPMP (BHCA)”), whose principal business office is located 270 Park Avenue, New York, New York 10017.  JPMP (BHCA) is engaged in the venture capital, private equity and leveraged buyout business.  The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P., a Delaware limited partnership (hereinafter referred to as “JPMP Master Fund”), whose principal business office is located at the same address as JPMP (BHCA), and is also engaged directly and indirectly (through affiliates) in the venture capital, private equity and leveraged buyout business.  As general partner of JPMP (BHCA), JPMP Master Fund may be deemed to beneficially own the shares held by JPMP (BHCA).
 
This statement is also being filed by J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Global”), whose principal place of business is located at the same address as JPMP (BHCA); JPMP Global Fund/Kraton A, L.P., a Delaware limited partnership (“JPMP Kraton A”), whose principal place of business is located at the same address as JPMP (BHCA); J.P. Morgan Partners Global Investors (Cayman), L.P., a limited partnership organized under the laws of the Cayman Islands (“JPMP Cayman”), whose principal place of business is located at the same address as JPMP (BHCA); J.P. Morgan Partners Global Investors (Cayman) II, L.P., a limited partnership organized under the laws of the Cayman Islands (“JPMP Cayman II”), whose principal place of business is located at the same address as JPMP (BHCA); JPMP Global Fund/Kraton, L.P., a Delaware limited partnership (“JPMP Kraton”), whose principal place of business is located at the same address as JPMP (BHCA); J.P. Morgan Partners Global Investors (Selldown), L.P., a Delaware limited partnership (“JPMP Selldown”), whose principal place of business is located at the same address as JPMP (BHCA), J.P. Morgan Partners Global Investors (Selldown) II, L.P., a Delaware limited partnership (“JPMP Selldown II”), whose principal place of business is located at the same address as JPMP (BHCA); JPMP Global Fund/Kraton/Selldown, L.P., a Delaware limited partnership (“JPMP Kraton Selldown”) whose principal place of business is located at the same address as JPMP (BHCA); and JPMP Global Fund/Kraton/Selldown II, L.P. (“JPMP Kraton Selldown II” and collectively with JPMP Global, JPMP Kraton A, JPMP Cayman, JPMP Cayman II, JPMP Kraton, JPMP Selldown, JPMP Selldown II and JPMP Kraton Selldown the “Global Fund Entities”), a Delaware limited partnership, whose principal place of business is located at the same address as JPMP (BHCA).  Each of the Global Fund Entities is also engaged in the venture capital, private equity and leveraged buyout business.  The general partner of each of the Global Fund Entities is J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Investors”), whose principal place of business is located at the same address as JPMP (BHCA).  JPMP Investors is engaged indirectly in the venture capital, private equity and leveraged buyout business as general partner of each of the Global Fund Entities.  As general partner of each of the Fund Entities, JPMP Investors may be deemed to beneficially own the shares held by the Global Fund Entities.
 
The general partner of each of JPMP Master Fund and JPMP Investors is JPMP Capital Corp., a New York corporation (hereinafter referred to as “JPMP Capital Corp.”), whose principal business office is located at the same address as JPMP (BHCA), and is also engaged directly and indirectly (through affiliates) in the venture capital, private equity and leveraged buyout business.  Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital Corp.  As the general partner of each of JPMP Master Fund and JPMP Investors, JPMP Capital Corp. may be deemed to beneficially own the shares held by JPMP (BHCA) and the Global Fund Entities.
 
JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co., a Delaware corporation (hereinafter referred to as “JPMorgan Chase”) which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017.  Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMorgan Chase.

 
Page 18 of 26 Pages
 
 
EXHIBIT 2(b)
 
JOINT FILING AGREEMENT
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is accurate.
 
Dated this 12th day of February, 2010.
 
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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director
 
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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

 
Page 19 of 26 Pages
 

SCHEDULE 13G
Issuer: Kraton Performance Polymers, Inc.
 
JPMP GLOBAL FUND/KRATON A, L.P.
 
By:
JPMP Global Investors, L.P.,
 
its general partner
   
By:
JPMP Capital Corp.,
 
its general partner

By:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director
 
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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director
 
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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

 
Page 20 of 26 Pages
 

SCHEDULE 13G
Issuer: Kraton Performance Polymers, Inc.
  
JPMP GLOBAL FUND/KRATON, L.P.
 
By:
JPMP Global Investors, L.P.,
 
its general partner
   
By:
JPMP Capital Corp.,
 
its general partner

By:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

 
Page 21 of 26 Pages
 

SCHEDULE 13G
Issuer: Kraton Performance Polymers, Inc.
JPMP GLOBAL FUND/KRATON/SELLDOWN, L.P.
 
By:
JPMP Global Investors, L.P.,
 
its general partner
   
By:
JPMP Capital Corp.,
 
its general partner

By:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

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:
/c/ John C. Wilmot
Name: John C. Wilmot
Title: Managing Director

 
Page 22 of 26 Pages
 

SCHEDULE 13G
Issuer: Kraton Performance Polymers, Inc.
 
SCHEDULE A

JPMP CAPITAL CORP.
 
Executive Officers (1)
 
Chief Investment Officer
  
Ina R. Drew*
Managing Director
  
Joseph S. Bonocore*
Managing Director
  
Ana Capella Gomez-Acebo*
Managing Director
  
John C. Wilmot*
Managing Director and Treasurer
  
David Alexander*
Executive Director
  
John F. Geisler*
Vice President
  
William T. Williams Jr*
Vice President and Assistant General Counsel
  
Judah Shechter*
Vice President and Assistant General Counsel
  
Elizabeth De Guzman*

Directors (1)
Ina R. Drew*
John C. Wilmot*
 
(1) Each of whom is a United States citizen except for Ana Capella Gomez-Acebo, who is a citizen of Spain.
 
* Principal occupation is employee and/or officer of JPMorgan Chase & Co.  Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017

 
Page 23 of 26 Pages
 

SCHEDULE 13G
Issuer: Kraton Performance Polymers, Inc.
  
SCHEDULE B

JPMORGAN CHASE & CO.
 
Executive Officers(1)
 
 
James Dimon*
Chief Administrative Officer
  
Frank J. Bisignano*
Executive Chariman of  Investment Bank
  
Steven D. Black*
Chief Financial Officer
  
Michael J. Cavanagh*
General Counsel
  
Stephen M. Cutler*
Head of Corporate Responsibility
  
William M. Daley*
Director of Human Resources
  
John L. Donnelly*
Chief Investment Officer
  
Ina R. Drew*
Chief Executive Officer of Asset Management
  
Mary E. Erdoes*
Head of Commercial Banking
  
Samuel Todd Maclin*
Head of Strategy and Business Development
  
Jay Mandelbaum*
Chief Executive Officer, Treasury & Securities Services
  
Heidi Miller*
Chief Executive Officer of Retail Financial Services
  
Charles W. Scharf*
Chief Executive Officer of Card Services
  
Gordon A. Smith*
 
James E. Staley*
Chief Risk Officer
  
Barry L. Zubrow
 
 
(1)   Each of whom is a United States citizen.
* Principal occupation is employee or officer of JPMorgan Chase & Co.
      Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York,
      New York 10017.

 
Page 24 of 26 Pages
 

SCHEDULE 13G
Issuer: Kraton Performance Polymers, Inc.

Directors (1)
 
Name
  
Principal Occupation or Employment;
Business or Residence Address
     
Crandall C. Bowles
  
Chairman and Chief Executive Officer
Spring Global US, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
     
Stephen B. Burke
  
President
Comcast Cable Communications, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
     
James S. Crown
  
President
Henry Crown and Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
     
David M. Cote
  
Chairman and Chief Executive Officer Honeywell International Inc.
101 Columbia Rd.
Morristown, NJ 07962-1219
     
James Dimon
  
Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
     
Ellen V. Futter
  
President and Trustee
American Museum of Natural History
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
     
William H. Gray, III
  
Retired President and Chief Executive Officer
The College Fund/UNCF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
     
Laban P. Jackson, Jr.
  
Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
     
Lee R. Raymond
  
Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

 
Page 25 of 26 Pages
 

SCHEDULE 13G
Issuer: Kraton Performance Polymers, Inc.

David C. Novak
  
Chairman and Chief Executive Officer
Yum! Brands, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
     
William C. Weldon
  
Chairman and Chief Executive Officer
Johnson & Johnson
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

 
Page 26 of 26 Pages