Apollo Overseas partners Form 4 EP Energy / INVESTMENT FUND VII L P APOLLO 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^*

Apollo Management Holdings GP, LLC

(Last) (First) (Middle)

9 W. 57TH STREET

43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EP Energy Corp [ EPE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2018

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Class A Common Stock	08/24/2018		S		365,393	D	$1.73	101,245,606	I	See note(1)
Class A Common Stock	08/27/2018		S		358,000	D	$1.75	100,887,606	I	See note(1)

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

1. Name and Address of Reporting Person^*

Apollo Management Holdings GP, LLC

(Last) (First) (Middle)

9 W. 57TH STREET

43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

APOLLO INVESTMENT FUND VII L P

(Last) (First) (Middle)

Two manhattanville

(Street)

Purchase NY 10577

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

APOLLO OVERSEAS PARTNERS (DELAWARE 892) VII LP

(Last) (First) (Middle)

Two Manhattanville Rd

(Street)

Purchase NY 10577

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo Investment Fund (PB) VII LP

(Last) (First) (Middle)

Two Manhattanville Rd

(Street)

Purchase NY 10577

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo Management VII, L.P.

(Last) (First) (Middle)

2711 CENTERVILLE ROAD, SUITE 400

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AIF VII Management, LLC

(Last) (First) (Middle)

9 W. 57TH STREET

43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo Management, L.P.

(Last) (First) (Middle)

2 MANHATTANVILLE ROAD

SUITE 203

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo Management GP, LLC

(Last) (First) (Middle)

TWO MANHATTANVILLE ROAD

SUITE 203

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo Management Holdings, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo Commodities Management, L.P.

(Last) (First) (Middle)

2711 CENTERVILLE ROAD, SUITE 400

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1.

	[see signatures attached as Exhibit 99.2]	08/28/2018
	** Signature of Reporting Person	Date
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