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^*

Washburn Halbert S

(Last)

(First)

(Middle)

515 S. FLOWER STREET

SUITE 4800

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Breitburn Energy Partners LP [ BBEP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2014

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⁽¹⁾								194,207⁽²⁾	D
Common Units⁽¹⁾								690,751	I	The Strand Energy Company⁽³⁾
Common Units⁽¹⁾								6,485	I	Held by Trust⁽⁴⁾

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)
Convertible Phantom Units	⁽⁵⁾	11/14/2014		A		1,751⁽⁶⁾		12/28/2015	12/28/2015	Common Units⁽¹⁾	1,751	$0	131,803	D
Convertible Phantom Units	⁽⁵⁾	11/14/2014		A		1,404⁽⁷⁾		12/28/2016	12/28/2016	Common Units⁽¹⁾	1,404	$0	131,705	D
Restricted Phantom Units	⁽⁸⁾	11/14/2014		A		694⁽⁹⁾		12/28/2025	12/28/2025	Common Units⁽¹⁾	694	$0	65,135	D

Explanation of Responses:

1. Common Units representing limited partner interests ("common units").

2. Since the date of Mr. Washburn's last ownership report, he transferred 272,100 common units representing limited partner interests to his former wife pursuant to a domestic relations order. Mr. Washburn no longer reports as beneficially owned any securities owned by his former wife.

3. The reported common units are owned directly by The Strand Energy Company of which Mr. Washburn is the 48% owner. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

4. The reported common units are owned directly by the Halbert S. Washburn Living Trust, and Mr. Washburn 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.

5. Each Convertible Phantom Unit ("CPU") is a phantom equity award which includes a performance distribution right ("PDR") that entitles the holder to distributions at the same rate payable to common unitholders based upon the number of CPUs multiplied by a number ranging from 0 to 4.768 (the "multiplier") reflecting whether specified performance metrics are attained.

6. Represents additional CPUs received by the Reporting Person pursuant to the terms of previously granted PDRs. Each PDR entitles the Reporting Person to additional CPUs with a value equal to the amount of distributions paid on each common unit. On November 14, 2014, BBEP paid a cash distribution to holders of its common units in an amount equal to 16.75 cents per common unit. Pursuant to the terms of the PDRs, the Reporting Person received a number of additional CPUs in respect of each PDR with a value (based on the closing price of BBEP's common units on the distribution date ($15.55)) equal to the per unit amount of the distribution. Currently, the multiplier for these CPUs is "1.25."

7. Represents additional CPUs received by the Reporting Person pursuant to the terms of previously granted PDRs. Each PDR entitles the Reporting Person to additional CPUs with a value equal to the amount of distributions paid on each common unit. On November 14, 2014, BBEP paid a cash distribution to holders of its common units in an amount equal to 16.75 cents per common unit. Pursuant to the terms of the PDRs, the Reporting Person received a number of additional CPUs in respect of each PDR with values (based on the closing price of BBEP's common units on the distribution date ($15.55)) equal to the per unit amount of the distributions. Currently, the multiplier for these CPUs is "1."

8. Each Restricted Phantom Unit ("RPU") is the economic equivalent of one common unit which includes a distribution equivalent right ("DER") that entitles the holder to cash distributions at the same rate payable to common unitholders.

9. Represents additional RPUs received by the Reporting Person pursuant to the terms of previously granted DERs. Each DER entitles the Reporting Person to additional RPUs with a value equal to the amount of distributions paid on each of BBEP's common units. On November 14, 2014, BBEP paid a cash distribution to holders of its common units in an amount equal to 16.75 cents per common unit. Pursuant to the terms of the DERs, the Reporting Person received a number of additional RPUs in respect of each DER with a value (based on the closing price of BBEP's common units on the distribution date ($15.55)) equal to the per unit amount of the distribution.

Remarks:

	/s/ Gloria Lee, Attorney-in-Fact	11/17/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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