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 Willis Jackson

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V. P., Business Development

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2007

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)

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⁾	12/26/2007		A		12,910		⁽²⁾	⁽²⁾	Common Units	12,910	$0	12,910	D
Convertible Performance Units⁽³⁾	⁽⁴⁾	12/26/2007		A		32,000		⁽⁴⁾	⁽⁴⁾	Common Units	32,000	$0	32,000	D

Explanation of Responses:

1. Each Restricted Phantom Unit ("RPU") is the economic equivalent of one common unit representing a limited partner 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 on a quarterly basis.

2. On each of January 1, 2009, January 1, 2010 and January 1, 2011, one-third of the RPUs will be settled for an equal number of common units.

3. Each Convertible Performance Unit ("CPU") is a phantom equity award which includes a distribution equivalent right that entitles the holder to cash distributions at the same rate payable to common unitholders on a quarterly basis 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.

4. On the earlier of January 1, 2013 and the date on which distributions paid to common unitholders for four consecutive quarters are greater than or equal to $3.10 per common unit, the CPUs will be settled for a number of common units determined by multiplying each CPU by the multiplier. If distributions to common unitholders decrease during the vesting period, the settlement amount may be decreased to recoup earlier distributions paid to the holder.

	/s/ Roberta E. Kass, Attorney-in-Fact	12/28/2007
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.