SEC FORM 4

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^*

Weiss Charles S

(Last)

(First)

(Middle)

515 SOUTH FLOWER STREET, SUITE 4800

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BreitBurn Energy Partners L.P. [ BBEP ]

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)
08/14/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	08/14/2008		P		500	A	$17.22	8,500	I	See footnote⁽¹⁾
Common units representing limited partner interests	08/14/2008		P		100	A	$17.24	8,600	I	See footnote⁽¹⁾
Common units representing limited partner interests	08/14/2008		P		4,400	A	$17.25	13,000	I	See footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units	⁽²⁾	08/14/2008		A		180⁽⁶⁾		⁽³⁾	⁽³⁾	Common Units	180⁽⁶⁾	$0	6,161	D
Phantom Units	⁽²⁾	08/14/2008		A		138⁽⁶⁾		⁽⁴⁾	⁽⁴⁾	Common Units	138⁽⁶⁾	$0	4,730	D
Phantom Units	⁽²⁾	08/14/2008		A		109⁽⁶⁾		⁽⁵⁾	⁽⁵⁾	Common Units	109⁽⁶⁾	$0	3,734	D

Explanation of Responses:

1. The reported common units are owned directly by WFI, LLC, which is wholly owned by Mr. Weiss and his family. Mr. Weiss 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.

2. Each Phantom Unit is the economic equivalent of one common unit representing a limited partner interest in BBEP (a "common unit").

3. The Phantom Units will be settled for an equal number of common units on October 9, 2009.

4. The Phantom Units will be settled for an equal number of common units on January 1, 2010.

5. The Phantom Units will be settled at the election of BBEP for an equal number of common units or for cash on January 1, 2011.

6. Represents additional Phantom Units received by the Reporting Person pursuant to the terms of previously granted Distribution Equivalent Rights. Each Distribution Equivalent Right entitles the Reporting Person to additional Phantom Units with a value equal to the amount of distributions paid on each of BBEP's common units. On August 14, 2008, BBEP paid a cash distribution to holders of its common units in an amount equal to 52.00 cents per common unit. Pursuant to the terms of the Distribution Equivalent Rights, the Reporting Person received a number of additional Phantom Units in respect of each Distribution Equivalent Right with a value (based on the closing price of BBEP's common units on the distribution date ($17.25)) equal to the per unit amount of the distribution.

	/s/ Roberta E. Kass, Attorney-in-Fact	08/15/2008
	** 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 4 (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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