Harvest Oil & Gas (HRST) Form 4 EV Energy Partners / GARY R PETERSEN 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^*

PETERSEN GARY R

(Last) (First) (Middle)

1100 LOUISIANA STREET

SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EV Energy Partners, LP [ EVEP ]

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)
01/15/2017

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 Unit	01/15/2017		M		2,148	A	(1)	414,280	I	by EnCap V-B Acquisitions, L.P.(2)
Common Unit	01/15/2017		M		2,714	A	(1)	523,666	I	by EnCap Energy Capital Fund V, L.P.(2)

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 Unit	(1)	01/15/2017		M			248	01/15/2017	01/15/2017	Common Unit	248	(1)	0	I	by EnCap V-B Acquisitions, L.P.(2)
Phantom Unit	(1)	01/15/2017		M			188	01/15/2017	01/15/2017	Common Unit	188	(1)	188	I	by EnCap V-B Acquisitions, L.P.(2)
Phantom Unit	(1)	01/15/2017		M			331	01/15/2017	01/15/2017	Common Unit	331	(1)	662	I	by EnCap V-B Acquisitions, L.P.(2)
Phantom Unit	(1)	01/15/2017		M			1,381	01/15/2017	01/15/2017	Common Unit	1,381	(1)	4,143	I	by EnCap V-B Acquisitions, L.P.(2)
Phantom Unit	(1)	01/15/2017		M			314	01/15/2017	01/15/2017	Common Unit	314	(1)	0	I	by EnCap Energy Capital Fund V, L.P.(2)
Phantom Unit	(1)	01/15/2017		M			237	01/15/2017	01/15/2017	Common Unit	237	(1)	237	I	by EnCap Energy Capital Fund V, L.P.(2)
Phantom Unit	(1)	01/15/2017		M			419	01/15/2017	01/15/2017	Common Unit	419	(1)	838	I	by EnCap Energy Capital Fund V, L.P.(2)
Phantom Unit	(1)	01/15/2017		M			1,744	01/15/2017	01/15/2017	Common Unit	1,744	(1)	5,233	I	by EnCap Energy Capital Fund V, L.P.(2)

Explanation of Responses:

1. Each phantom unit was the economic equivalent of one EVEP common unit at the close of business on the vesting date.

2. Mr. Petersen may be deemed the beneficial owner of securities held by EnCap Energy Capital Fund V, L.P. and EnCap V-B Acquisitions, L.P. by virtue of being a member of EnCap Partners, LLC, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C., the general partner of EnCap Investments L.P., the general partner of EnCap Equity Fund V GP, L.P., (i) the general partner of EnCap Energy Capital Fund V, L.P., and (ii) the general partner of EnCap Energy Capital Fund V-B, L.P., the sole member of EnCap V-B Acquisitions GP, LLC, the general partner of EnCap V-B Acquisitions, L.P. Mr. Petersen disclaims beneficial ownership in excess of his pecuniary interest in such securities.

Remarks:

This report is filed in connection with the Forms 4 filed today by EnCap Energy Capital Fund V, L.P., EnCap V-B Acquisitions, L.P. and EnCap Partners, LLC

	/s/ Gary R. Petersen	01/17/2017
	** Signature of Reporting Person	Date
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