FORM 4 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 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 * SHERMAN JOHN J   2. Issuer Name and Ticker or Trading Symbol INERGY L P [NRGY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President/CEO/DIRECTOR (Last) (First) (Middle) TWO BRUSH CREEK BLVD., SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2012 (Street) KANSAS CITY, MO 64112 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 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 11/14/2012   C   3,615,410 A $ 0 18,478,482 I As Trustee of the John J. Sherman Revocable Trust (2) Common Units 11/14/2012   C   117,481 A $ 0 594,352 I As Trustee of the John J. Sherman 2005 GRAT I (1) Common Units               14,359 I By Employee Unit Purchase Plan (3) Common Units               14,998 D

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

Class B Units

(4)

11/14/2012

J(5)

9,624.485

(4)

(4)

Common Units

9,624.485

$ 37.5654

3,615,410.276

I

As Trustee of the John J. Sherman Revocable Trust (2)

Class B Units

(4)

11/14/2012

C

3,615,410

(4)

(4)

Common Units

3,615,410

$ 0

0 (7)

I

As Trustee of the John J. Sherman Revocable Trust (2)

Class B Units

(4)

11/14/2012

J(6)

312.745

(4)

(4)

Common Units

312.745

$ 37.5654

117,481.587

I

As Trustee of the John J. Sherman 2005 GRAT I (1)

Class B Units

(4)

11/14/2012

C

117,481

(4)

(4)

Common Units

117,481

$ 0

0 (7)

I

As Trustee of the John J. Sherman 2005 GRAT I (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHERMAN JOHN J TWO BRUSH CREEK BLVD. SUITE 200 KANSAS CITY, MO 64112	X		President/CEO/DIRECTOR

Signatures

/s/ Judy R. Riddle (attorney-in-fact) for John J. Sherman		11/16/2012
**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)	Mr. Sherman is a trustee of the John J. Sherman 2005 Grantor Retained Annuity Trust I.
(2)	Mr. Sherman is the trustee of the John J. Sherman Revocable Trust. John Sherman is the sole beneficiary of this trust.
(3)	Represents common units held in the EUPP. Contributions to the EUPP are used to purchase Inergy common units at the end of each quarter.
(4)	The Class B units will convert automatically into common units on a one-for-one basis, with 50% of the outstanding Class B units converting into common units following the payment date of the fourth quarterly distribution following the closing of the merger and the remaining outstanding Class B units converting into common units following the payment date of the eighth quarterly distribution following the closing of the merger.
(5)	The reporting person received 9,624.485 Class B units as a payment-in-kind distribution on 3,605,785.791 Class B units owned on the distribution record date.
(6)	The reporting person received 312.745 Class B units as a payment-in-kind distribution on 117,168.842 Class B units owned on the distribution record date.
(7)	In lieu of receiving the fractional units, the reporting person was paid cash based on the NRGY closing price on November 14, 2012.

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