FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 * Lumpkins David 2. Issuer Name and Ticker or Trading Symbol PetroLogistics LP [PDH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 600 TRAVIS STREET, SUITE 3250 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2012 (Street) HOUSTON, TX 77002 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 (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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Units 10/05/2012   G(1) 4,000,000 D $ 0 3,927,040 D   Common Units 10/05/2012   G(1) 4,000,000 A $ 0 4,000,000 I By DKLF, L.P. (2) Common Units 10/18/2012   G(3) 768,800 D $ 0 3,232,000 I By DKLF, L.P. (3) Common Units 10/18/2012   G(3) 768,000 A $ 0 4,000,000 I By DKLF, L.P. (3) Common Units 12/07/2012   G(4) 968,000 D $ 0 3,040,000 I By DKLF, L.P. (4) Common Units 12/07/2012   G(4) 968,000 A $ 0 4,000,000 I By DKLF, L.P. (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Lumpkins David 600 TRAVIS STREET SUITE 3250 HOUSTON, TX 77002	  X	Â	  Executive Chairman	Â

Signatures

/s/ David Lumpkins		02/13/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On October 5, 2012, the reporting person transferred his interest in 4,000,000 common units representing limited partner interests in the issuer to a family limited partnership, DKLF, L.P. ("DKLF"), of which the reporting person and his spouse are the sole members of its general partner and, as of the date of the transaction, the sole limited partners.
(2)	The reporting person, as he and his spouse are the sole members of the general partner, may be deemed to beneficially own all of the securities held of record by DKLF. The reporting person disclaims beneficial ownerhsip to the extent such ownership exceeds the reporting person's and his spouse's pecuniary interests therein.
(3)	On October 18, 2012, the reporting person and his spouse assigned a total number of limited partner interests in DKLF equivalent to 768,000 common units of the issuer into four separate family trusts.
(4)	On December 7, 2012, the reporting person and his spouse transferred a total number of limited partner interests in DKLF equivalent to 960,000 common units of the issuer into four separate family trusts.

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