EP Energy (EPEGQ) Form 3 EP Energy / RAYMOND J AMBROSE 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^*

AMBROSE RAYMOND J

(Last) (First) (Middle)

1001 LOUISIANA STREET

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2017

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)
Senior Vice President

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	150,943(1)	D

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
Performance Share Units	(2)	(2)	Class A Common Stock	168,000	(2)	D

Explanation of Responses:

1. Class A common stock granted under the EP Energy Corporation Employment Inducement Plan that vests ratably over four years, so long as the Reporting Person remains continuously employed by the Issuer.

2. Performance Share Units granted under the EP Energy Corporation Employment Inducement Plan that entitle the Reporting Person to receive up to 1,750,000 shares of the Issuer's Class A common stock depending on the performance of the Issuer's Class A common stock during the four-year performance period ending October 31, 2021. Vested shares of the Issuer's Class A common stock earned pursuant to the award will be issued to the Reporting Person within 60 days following each of October 31, 2021, October 31, 2022, and October 31, 2023 in accordance with the schedule set forth in the performance share unit grant notice and award agreement pursuant to which the Performance Share Units were granted.

	/s/ Jace D. Locke, Attorney-in-Fact	11/08/2017
	** 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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