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^*

Breitenbach Randall Hart

(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 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)
12/28/2013

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	12/28/2013		M		23,144⁽²⁾	A	⁽²⁾	354,453	D
Common Units Representing Limited Partner Interests	12/28/2013		M		15,173⁽³⁾	A	⁽³⁾	369,626	D
Common Units Representing Limited Partner Interests	12/28/2013		M		11,088⁽⁴⁾	A	⁽⁴⁾	380,714	D
Common Units Representing Limited Partner Interests								690,751	I	The Strand Energy Company⁽⁵⁾

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)
Restricted Phantom Units⁽¹⁾	⁽²⁾	12/28/2013		M			23,144	⁽²⁾	⁽²⁾	Common Units	23,144	$0⁽²⁾	0	D
Restricted Phantom Units⁽¹⁾	⁽³⁾	12/28/2013		M			15,173	⁽³⁾	⁽³⁾	Common Units	15,173	$0⁽³⁾	31,730	D
Restricted Phantom Units⁽¹⁾	⁽⁴⁾	12/28/2013		M			11,088	⁽⁴⁾	⁽⁴⁾	Common Units	11,088	$0⁽⁴⁾	46,372	D

Explanation of Responses:

1. Each Restricted Phantom Unit ("RPU") is the economic equivalent of one common unit representing a limited partnership interest in BBEP (a "common unit") which includes a distribution equivalent right that entitles the holder to cash distributions at the same rate payable to common unitholders.

2. The RPUs that vested on December 28, 2013 were settled for common units.

3. The RPUs that vested on December 28, 2013 were settled for common units. On December 28, 2014, the remaining RPUs will be settled for an equal number of common units.

4. The RPUs vested on December 28, 2013 and were settled for common units. On each of December 28, 2014 and December 28, 2015, one half of the remaining RPUs will be settled for an equal number of common units.

5. The reported common units are owned directly by The Strand Energy Company of which Mr. Breitenbach is the 26% owner. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest

	/s/ Roberta E. Kass, Attorney-in-Fact	12/31/2013
	** 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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