Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Riverstone V PVR Holdings, L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/20/2014

3. Issuer Name and Ticker or Trading Symbol

PVR PARTNERS, L. P. [PVR]

(Last) (First) (Middle)

712 FIFTH AVENUE, 36TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

NEW YORK, NY 10019

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Units, representing limited partner interests	⁽¹⁾ ⁽²⁾	⁽¹⁾ ⁽²⁾	Common Units	24811083 ⁽³⁾	$0	D ⁽⁴⁾

Explanation of Responses:
( 1)	The Reporting Person owns 24,811,083 Class B Units of the Issuer. As described in the Agreement and Plan of Merger among Regency Energy Partners LP, Regency GP LP, RVP LLC, PVR Partners, L.P. and PVR GP, LLC, if the Merger is approved by the unitholders of the Issuer, then pursuant to an amendment to the Limited Partnership Agreement of the Issuer to be adopted prior to the record date for the Merger, the Class B Units will convert to Common Units of the Issuer immediately prior to the effective time of the Merger. The amendment to the Issuer's Limited Partnership Agreement providing for such conversion was approved by the board of directors of the Issuer's general partner and entered into on February 20, 2014. (Continued in footnote 2)
( 2)	The Schedule 14A was filed with the SEC and the proxy statement/prospectus first mailed to unitholders of the Issuer on February 20, 2014. The special meeting of the Issuer's unitholders is scheduled for March 20, 2014. If the Issuers' unitholders do not approve the merger, the Class B Units may be converted at the election of either the Reporting Person or the Issuer beginning on July 1, 2014.
( 3)	The Class B Units convert into Common Units on a 1:1 basis.
( 4)	This Form 3 is filed jointly by Riverstone V PVR Holdings, L.P., Riverstone Energy Partners V, L.P., its general partner, and Riverstone Energy GP V, LLC, its general partner.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Riverstone V PVR Holdings, L.P. 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019	X	X
Riverstone Energy Partners V, L.P. 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019		X
Riverstone Energy GP V, LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019		X

Signatures
RIVERSTONE V PVR HOLDINGS, L.P., By Riverstone Energy Partners V, L.P., its general partner, By Riverstone Energy GP V, LLC, its general partner, By: /s/ Thomas J. Walker, Name: Thomas J. Walker, Title: Authorized Person		2/28/2014
^** Signature of Reporting Person		Date
RIVERSTONE ENERGY PARTNERS V, L.P., By Riverstone Energy GP V, LLC, its general partner, By: /s/ Thomas J. Walker, Name: Thomas J. Walker, Title: Authorized Person		2/28/2014
^** Signature of Reporting Person		Date
RIVERSTONE ENERGY GP V, LLC, By: /s/ Thomas J. Walker, Name: Thomas J. Walker, Title: Authorized Person		2/28/2014
^** 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 5(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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