Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 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 * Shea William H JR	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 __ X __ Officer (give title below)      _____ Other (specify below) Director, Pres & CEO
(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 (1)		79892.0000	A	$0.0000	189451.0000	D
Common Units	3/21/2014		F (2)		30702.0000	D	$27.4400   (3)	158749.0000	D
Common Units	3/21/2014		D (4)		158749.0000	D	$0   (4)	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
Phantom Units	$0.0000   (5)	3/21/2014		M   (1)			79892.0000	(6)	(6)	Common Units	79892.0000	$0.0000	0.0000	D

Explanation of Responses:
( 1)	- All transactions reported occurred in connection with the merger of PVR Partners, L.P. ("PVR") into Regency Energy Partners LP ("Regency ") effective on March 21, 2014. 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 and net exercises, was converted into the right to receive 1.020 Regency common units.- Immediately prior to the merger, each phantom unit vested in full (in the case of performance-based phantom units, based on a target earned percentage of 100%), and a PVR common unit was deemed issued in settlement thereof.
( 2)	Common Units withheld pursuant to exercise of tax withholding right under the terms of the PVR GP, LLC Long-Term Incentive Plan to cover taxes payable upon vesting of phantom units reported in Table II. PVR GP, LLC is the general partner of the Issuer.
( 3)	Closing price for the Issuer's common units on March 20, 2014, the closing price on the last trading day for the PVR common units.
( 4)	All transactions reported occurred in connection with the merger of PVR Partners, L.P. ("PVR") into Regency Energy Partners LP ("Regency ") effective on March 21, 2014. 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 and net exercises, was converted into the right to receive 1.020 Regency common units.
( 5)	Each Phantom Unit represents the right to receive one unit of the Issuer's Common Units upon vesting.
( 6)	Vesting of phantom units granted under the terms of the PVR GP LLC Sixth Amended and Restated Long Term Incentive Plan in accordance with reporting person's May 12, 2011, February 17, 2012 and February 13, 2013 Phantom Unit Awards. Each phantom unit represents the right to receive one unit of the Issuer's common units upon vesting.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shea William H JR THREE RADNOR CORPORATE CENTER SUITE 301 RADNOR, PA 19087	X		Director, Pres & CEO

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).
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