Breitburn Energy Partners (BBEPQ) Form 4 Breitburn Energy Partners / Halbert S Washburn 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^*

Washburn Halbert S

(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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2015

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)	12/28/2015		M		26,597	A	$0	298,830	D
Common Units(1)	12/28/2015		M		30,048	A	$0	328,878	D
Common Units(1)	12/28/2015		M		206,097	A	$0	534,975	D
Common Units(1)	12/28/2015		M		120,437	A	$0	655,412	D
Common Units(1)	12/28/2015		F		169,543	D	$0.7116	485,869	D
Common Units(1)								690,751	I	The Strand Energy Company(2)
Common Units(1)								6,485	I	Held by Trust(3)

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	(4)	12/28/2015		M			26,597	(5)	(5)	Common Units(1)	26,597	$0	0	D
Restricted Phantom Units	(4)	12/28/2015		M			30,048	(6)	(6)	Common Units(1)	30,048	$0	30,048	D
Restricted Phantom Units	(4)	12/28/2015		M			206,097	(7)	(7)	Common Units(4)	206,097	$0	412,196	D
Convertible Phantom Units	(8)	12/28/2015		M			120,437	12/28/2015	12/28/2015	Common Units(1)	120,437	$0	0	D

Explanation of Responses:

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

2. The reported common units are owned directly by The Strand Energy Company of which Mr. Washburn is the 48% owner. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

3. The reported common units are owned directly by the Halbert S. Washburn Living Trust, and Mr. Washburn has the power and authority to dispose of the common units and, accordingly, may be deemed to be the beneficial owner of such common units.

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

5. The RPUs that vested on December 28, 2015, were settled for an equal number of common units.

6. The RPUs that vested on December 28, 2015, were settled for an equal number of common units. On December 28, 2016, the remaining RPUs will be settled for an equal number of common units.

7. The RPUs that vested on December 28, 2015, were settled for an equal number of common units. On each of December 28, 2016, and December 28, 2017, one-half of the remaining RPUs will be settled for an equal number of common units.

8. The Convertible Phantom Units that vested on December 28, 2015, were settled for an equal number of common units.

Remarks:

	/s/ Eureka Nutt, Attorney-in-Fact	12/30/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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