EP Energy (EPEGQ) Form 3 EP Energy / Kyle A McCuen ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McCuen Kyle A

(Last) (First) (Middle)

1001 LOUISIANA STREET

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2017

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Interim CFO and Treasurer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	104,801(1)	D
Class B Common Stock	18,488	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	04/01/2017(3)	04/01/2024	Class A Common Stock	5,731	19.82	D

Explanation of Responses:

1. Includes 73,256 shares of restricted stock granted pursuant to the 2014 Omnibus Incentive Plan. Restricted stock will vest on various dates between 3/16/2017 and 3/16/2020.

2. Reporting Person holds these shares through EPE Employee Holdings, LLC. Class B shares vest ratably over five years (20% each year) or in connection with certain liquidity events. The first four tranches have vested and the fifth will vest on May 24, 2017, subject to earlier acceleration in the event of certain liquidity events.

3. The option vests as follows: (i) one-third on April 1, 2017, (ii) one-third on April 1, 2018, and (iii) one-third on April 1, 2019.

	/s/ Jace D. Locke, Attorney-in-Fact	03/06/2017
	** 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 5 (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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