Kilpatrick David B Form 4 Breitburn Energy Partners / DAVID B KILPATRICK ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KILPATRICK DAVID B

(Last) (First) (Middle)

515 S. FLOWER STREET

SUITE 4800

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Breitburn Energy Partners LP [ BBEP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2016

4. If Amendment, Date of 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

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(1)	01/01/2016		M		3,159	A	$0	64,496	D
Common Units(1)	01/01/2016		M		2,868	A	$0	67,364	D
Common Units(1)	01/01/2016		M		8,892	A	$0	76,256	D

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 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: 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
Restricted Phantom Units	(2)	01/01/2016		M			3,159	(3)	(3)	Common Units(1)	3,159	$0	0	D
Restricted Phantom Units	(2)	01/01/2016		M			2,868	(4)	(4)	Common Units(1)	2,868	$0	2,868	D
Restricted Phantom Units	(2)	01/01/2016		M			8,892	(5)	(5)	Common Units(1)	8,892	$0	17,785	D

Explanation of Responses:

1. Common Units representing limited partner interests ("common units").

2. Each Restricted Phantom Unit ("RPU") is the economic equivalent of one common unit which includes a distribution equivalent right that entitles the holder to cash distributions at the same rate payable to common unitholders.

3. The RPUs that vested on January 1, 2016 were settled for an equal number of common units.

4. The RPUs that vested on January 1, 2016, were settled for an equal number of common units. On January 1, 2017, the remaining RPUs will be settled for an equal number of common units.

5. The RPUs that vested on January 1, 2016, were settled for an equal number of common units. On each of January 1, 2017, and January 1, 2018, one-half of the remaining RPUs will be settled for an equal number of common units.

Remarks:

	/s/ Roberta E. Kass, Attorney-in-Fact	01/04/2016
	** 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.
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