Resources Connection Form 4/A Regency Energy Partners / Troy Sturrock 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^*

Sturrock Troy

(Last) (First) (Middle)

2001 BRYAN ST

SUITE 3700

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Regency Energy Partners LP [ RGP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/09/2014

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)	12/05/2014		M		3,600	A	(3)	14,357(5)	D
Common Units	12/05/2014		F		985	D	$27.12	13,372(6)	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
Phantom Units with DER(2)	(3)	12/05/2014		M			2,000	12/05/2014	12/05/2014	Common Units(3)	2,000	(3)	25,000	D
Phantom Units with DER(4)	(3)	12/05/2014		M			1,600	12/05/2014	12/05/2014	Common Units(3)	1,600	(3)	23,400	D

Explanation of Responses:

1. The holder settled 100 percent of his vested phantom units for Regency Energy Partners LP common units on the date of vesting.

2. 10,000 service condition phantom units were granted on December 17, 2010. This transaction represents the vesting of one-fifth of these phantom units.

3. Each phantom unit is the economic equivalent of one common unit representing a limited partner interest in Regency Energy Partners LP.

4. 8,000 service condition phantom units were granted on December 21, 2011. This transaction represents the vesting of one-fifth of these phantom units.

5. Due to administrative error, the original Form 4 filed on 12/09/14 incorrectly reported the number of securities beneficially owned following the reported transaction as 14,361 common units rather than 14,357 common units.

6. Due to administrative error, the original Form 4 filed on 12/09/14 incorrectly reported the number of securities beneficially owned following the reported transaction as 13,376 common units rather than 13,372 common units.

Remarks:

	/s/ Troy Sturrock	04/13/2015
	** 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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