FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PERELMAN MARSHA REINES 		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                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

THREE RADNOR CORPORATE CENTER, SUITE 301 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/21/2014
(Street)

RADNOR, PA 19087
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/21/2014     M    42450.0000   A $0   (1) 94679.0000   D    
Common Units   3/21/2014     D    94679.0000   D $0   (1) 0.0000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Deferred Common Units   $0.0000   (2) 3/21/2014     M         42450.0000      (3)   (3) Common Units   42450.0000   $0.0000   (2) 0.0000   D    

Explanation of Responses:
( 1)  Disposition in connection with the merger of PVR Partners, L.P. ("PVR") into Regency Energy Partners LP ("Regency") effective on March 21, 2014 (the "Merger"). On March 20, 2014, the last trading day for the PVR common units, the closing price of PVR's common units was $27.44 per unit (the "Closing Price"), and the closing price of Regency's common units was $26.70 per unit. Each PVR common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings was converted into the right to receive 1.020 Regency common units.
( 2)  Each deferred common unit represents one common unit of the Issuer, which was distributed pursuant to the terms of the PVR GP LLC Sixth Amended and Restated Long Term Incentive Plan and the Merger when Ms. Perelman ceased to serve as a non-employee director of PVR GP, LLC, the general partner of the Issuer.
( 3)  Disposition in connection with the merger of PVR Partners, L.P. ("PVR") into Regency Energy Partners LP ("Regency") effective on March 21, 2014 (the "Merger"). On March 20, 2014, the last trading day for the PVR common units, the closing price of PVR's common units was $27.44 per unit (the "Closing Price"), and the closing price of Regency's common units was $26.70 per unit. Each PVR common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings was converted into the right to receive 1.020 Regency common units. Each deferred common unit represents one common unit of the Issuer, which was distributed pursuant to the terms of the PVR GP LLC Sixth Amended and Restated Long Term Incentive Plan and the Merger when Ms. Perelman ceased to serve as a non-employee director of PVR GP, LLC, the general partner of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PERELMAN MARSHA REINES
THREE RADNOR CORPORATE CENTER
SUITE 301
RADNOR, PA 19087 		X



Signatures
Marci K. Donnelly, as power of attorney 3/25/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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