UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~March 2211, 2011 (~~February~~March 169, 2011)

Penn Virginia GP Holdings, L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-33171	20-5116532
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Five Radnor Corporate Center, Suite 500 100 Matsonford Road, Radnor, Pennsylvania		19087
(Address of Principal Executive Offices)		(Zip Code)

Five Radnor Corporate Center, Suite 500 100 Matsonford Road, Radnor, Pennsylvania		19087
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 975-8200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

As previously disclosed, Penn Virginia Resource Partners, L.P. (the “Partnership”), Penn Virginia Resource GP, LLC, (the “Partnership GP”), Penn Virginia GP Holdings, L.P. (“Holdings”), PVG GP, LLC (“Holdings GP”), and PVR Radnor, LLC (“Merger Sub”), a wholly owned subsidiary of the Partnership, entered into an Agreement and Plan of Merger, dated as of September 21, 2010 (the “Merger Agreement”), pursuant to which Holdings and Holdings GP ~~will~~would be merged with and into Merger Sub, with Merger Sub as the surviving entity (the “Merger”). Merger Sub would ~~will~~ subsequently be merged with and into the Partnership GP, with the Partnership GP being the surviving entity. ~~The~~(the “Second Merger”). ~~Agreement~~On ~~is subject to customary closing conditions including~~March 10, ~~among other things~~2011, ~~(i)~~ the ~~approval~~transactions contemplated by the ~~affirmative~~Merger ~~vote~~Agreement ofclosed and the ~~holders~~Merger became ofeffective, aand ~~majority~~the ofSecond ~~Partnership~~Merger ~~common~~closed ~~units outstanding~~ and ~~entitled~~became toeffective. ~~vote~~As at a ~~special~~result ~~meeting~~ of the ~~holders~~effectiveness of both the ~~Partnership’s~~Merger ~~common units~~ and ~~(ii)~~ the ~~approval~~Second byMerger, the ~~affirmative~~separate ~~vote~~existence of ~~the~~Holdings ~~holders~~ceased, ofthe aseparate ~~majority~~existence of Holdings ~~common~~GP ~~units~~ceased ~~outstanding~~ and ~~entitled~~the toseparate existence ~~vote~~of ~~at a~~Merger ~~special~~Sub ~~meeting~~ceased, ofand the ~~holders~~Partnership ofGP ~~Holdings~~survived ~~common~~as ~~units.~~a ~~Each~~Delaware oflimited ~~the~~liability ~~Partnership~~company and ~~Holdings~~as ~~convened~~a ~~its~~subsidiary ~~Special Meeting~~ of ~~Unitholders~~the ~~on February 16, 2011~~Partnership.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the transactions contemplated by the Merger Agreement, trading of Holdings common units on the New York Stock Exchange was suspended effective before the open of the market on March 11, 2011.

Item 5.07

Submission of Matters to a Vote of Security Holders.

AAt the reconvened special meeting of Holdings’ unitholders ~~was held on February 16, 2011~~ (the “Holdings Special Meeting”) atheld ~~which~~on March 9, 2011, Holdings’ unitholders voted on a proposal to ~~adjourn the Holdings Special Meeting to~~ approve and adopt the Merger Agreement and the transactions contemplated thereby ~~until a later date in order to solicit additional proxies~~. The vote tabulation is set forth below:

For	Against	Abstain	Broker Non-Votes
20,688,419	4,542,279	123,029	None
21,257,995	4,914,985	99,618	None

~~The~~In ~~Holdings~~connection ~~proposals described in Holdings’ and~~with the ~~Partnership’s~~Holdings ~~definitive~~Special ~~joint proxy statement/prospectus dated December 23~~Meeting, ~~2010~~Holdings ~~and~~also insolicited ~~the~~proxies ~~joint~~with ~~proxy~~respect ~~statement/prospectus~~to ~~supplement~~any ~~dated~~proposal ~~February 3,~~that ~~2011~~may ~~were~~be ~~not~~presented ~~submitted~~to ~~for~~adjourn ~~a vote of~~ the ~~Holding’s unitholders at the~~ Holdings Special ~~meeting,~~Meeting ~~and~~to ~~will~~a belater ~~voted~~date, onif atnecessary, in the ~~reconvened~~event ~~Holdings~~that ~~Special~~there ~~Meeting.~~were ~~The~~insufficient ~~Holdings~~votes ~~Special~~in ~~Meeting~~favor isof ~~scheduled~~the preceding toproposal. ~~reconvene~~This ~~on March 9~~proposal, ~~2011~~which atwas ~~10:00,~~unnecessary ~~local~~in ~~time~~light atof ~~The~~the ~~Villanova~~Holdings’ ~~University~~unitholders’ ~~Conference~~approval ~~Center,~~and ~~601~~adoption ~~County Line~~of ~~Road,~~the ~~Radnor,~~Merger ~~Pennsylvania,~~Agreement ~~19087.~~and ~~Proxies~~the ~~from~~transactions ~~Holdings~~contemplated ~~unitholders~~thereby, ~~will~~was ~~continue~~not submitted to ~~be accepted until~~ the ~~vote~~Holdings’ isunitholders ~~taken~~ at the ~~reconvened~~Holdings Special Meeting ~~on March 9, 2011~~.

AsItem of7.01 ~~December 20,~~Regulation ~~2010,~~FD ~~the record date for the Holdings Special Meeting, there were 39,074,500 common units of Holdings issued and outstanding and entitled to vote at the Special Meeting on March 9, 2011~~Disclosure.

On March 9, 2011, Holdings and the Partnership issued a press release announcing the results of the Holdings Special Meeting. On March 11, 2011, Holdings and the Partnership issued a press release announcing the completion of the Merger. A copy of each of these press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 8.01

Other Events.

~~The Partnership has~~Effective ~~reported~~as ~~that~~of athe ~~special~~effective ~~meeting~~time of the ~~Partnership’s~~Merger ~~unitholders was held~~ on ~~February~~March 1610, 2011, atRobert ~~which~~J. ~~the~~Hall, ~~Partnership’s~~John ~~unitholders~~C. ~~voted~~van onRoden, Jr., and ~~approved~~Jonathan ~~and~~B. ~~adopted~~Weller each became members of the ~~Merger~~board ~~Agreement~~of ~~and~~directors of the Partnership GP in connection with the transactions contemplated ~~thereby~~by the ~~and~~Merger Agreement. Holdings has been advised by the ~~Fourth~~Partnership ~~Amended~~that ~~and~~William ~~Restated~~H. ~~Agreement~~Shea, Jr. will continue to be a member of ~~Limited~~the ~~Partnership~~board of directors of the Partnership GP after the effective time of the Merger.

~~The~~1 Partnership and Holdings have filed a joint proxy statement/prospectus, a joint proxy statement/prospectus supplement and other documents with the SEC in relation to their proposed merger. Investors are urged to read these documents carefully because they contain important information regarding the Partnership, Holdings and the transaction. A definitive joint proxy statement/prospectus and joint proxy statement/prospectus supplement have been sent to unitholders of the Partnership and Holdings seeking their approvals as contemplated by the Merger Agreement. Investors may obtain a free copy of the joint proxy statement/prospectus, joint proxy

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


99.1		Press release of Penn Virginia Resource Partners, L.P. and Penn Virginia GP Holdings, L.P., issued March 9, 2011.

99.2		Press release of Penn Virginia Resource Partners, L.P. and Penn Virginia GP Holdings, L.P., issued March 11, 2011.

statement/prospectus supplement and other documents containing information about the Partnership and Holdings, without charge, at the SEC’s website at www.sec.gov. Copies of the joint proxy statement/prospectus, the joint proxy statement/prospectus supplement and the SEC filings incorporated by reference in those documents may also be obtained free of charge by contacting Investor Relations at (610) 975-8204 or invest@pvrpartners.com or by accessing www.pvresource.com or www.pvgpholdings.com.

The Partnership, Holdings and the officers and directors of the general partner of each partnership may be deemed to be participants in the solicitation of proxies from their security holders. Information about these entities and persons can be found in the Partnership’s and Holdings’ Annual Reports on Form 10-K for the year ended December 31, 2009. Additional information about such entities and persons may also be obtained from the joint proxy statement/prospectus and the joint proxy statement/prospectus supplement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PENN VIRGINIA GP HOLDINGS, L.P. BYBy: PVG GP, LLC its General Partner BYBy: /s/ ~~Bruce~~BRUCE D. ~~Davis~~DAVIS, JrJR. ~~BRUCE~~Bruce D. ~~DAVIS~~Davis, JRJr. Executive Vice President and General Counsel

Dated: ~~February~~March 2211, 2011

EXHIBIT INDEX



99.1		Press release of Penn Virginia Resource Partners, L.P. and Penn Virginia GP Holdings, L.P. issued March 9, 2011.

99.2		Press release of Penn Virginia Resource Partners, L.P. and Penn Virginia GP Holdings, L.P. issued March 11, 2011.

Filing Compare · Penn Virginia GP Holdings, L.P.