Edgar Filing: Regency Energy Partners LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Holotik Jim

2. Issuer Name and Ticker or Trading Symbol
Regency Energy Partners LP [RGP]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP Chief Commercial Officer

(Last)

(First)

(Middle)

2001 BRYAN STREET, SUITE 3700

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2015

(Street)

DALLAS, TX 75201

4. If Amendment, Date 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

(City)

(State)

(Zip)

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⁾	04/30/2015		M		4,700	A	⁽²⁾	28,287	D
Common Units	04/30/2015		F⁽³⁾		1,286	D	$ 22.35 ⁽⁴⁾	27,001	D
Common Units ⁽⁵⁾	04/30/2015		D		27,001	D	⁽⁵⁾	0	D
Common Units ⁽⁵⁾	04/30/2015		D		311	D	⁽⁵⁾	0	I	See Footnote ⁽⁸⁾
Common Units ⁽⁵⁾	04/30/2015		D		248	D	⁽⁵⁾	0	I	See Footnote ⁽⁹⁾
Common Units ⁽⁵⁾	04/30/2015		D		248	D	⁽⁵⁾	0	I	See Footnote ⁽¹⁰⁾
Common Units ⁽⁵⁾	04/30/2015		D		122	D	⁽⁵⁾	0	I	See Footnote ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Units with DER ⁽¹⁾ ⁽²⁾

⁽¹⁾

04/30/2015

4,700

⁽¹⁾

⁽⁶⁾

Common Units

4,700

$ 0

Phantom Units with DER ⁽⁷⁾

⁽⁷⁾

04/30/2015

9,000

⁽⁷⁾

⁽⁶⁾

Common Units

9,000

$ 0

Phantom Units with DER ⁽⁷⁾

⁽⁷⁾

04/30/2015

22,500

⁽⁷⁾

⁽⁶⁾

Common Units

22,500

$ 0

Phantom Units with DER ⁽⁷⁾

⁽⁷⁾

04/30/2015

24,773

⁽⁷⁾

⁽⁶⁾

Common Units

24,773

$ 0

Phantom Units with DER ⁽⁷⁾

⁽⁷⁾

04/30/2015

20,760

⁽⁷⁾

⁽⁶⁾

Common Units

20,760

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Holotik Jim 2001 BRYAN STREET, SUITE 3700 DALLAS, TX 75201			EVP Chief Commercial Officer

Signatures

/s/ A. Troy Sturrock, as power of attorney		05/04/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Immediately prior to the merger of a wholly owned subsidiary of Energy Transfer Partners, L.P. ("ETP") with and into Regency Energy Partners LP ("RGP") effective on April 30, 2015 (the "Merger"), 4,700 of the reporting person's Phantom Units vested in full in accordance with the reporting person's December 17, 2010 Phantom Unit award, and an equal number of RGP common units were deemed issued in settlement thereof.
(2)	Each Phantom Unit is the economic equivalent of one common unit representing a limited partner interest in RGP.
(3)	Common Units withheld to cover taxes payable upon vesting of Phantom Units reported in Table II.
(4)	Closing price for the Issuer's common units on April 28, 2015, the date used to calculate awards.
(5)	Disposition in connection with the Merger. On April 29, 2015, the last trading day for the RGP common units, the closing price of the RGP common units was $23.47 per unit and the closing price of ETP's common units was $55.30 per unit. Each RGP common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings was converted into the right to receive 0.4124 ETP common units (the "Merger Consideration").
(6)	Not applicable.
(7)	Each Phantom Unit is the economic equivalent of one common unit representing a limited partner interest in RGP. Pursuant to the Merger, each of the reporting person's Phantom Unit awards granted on December 21, 2011, December 17, 2012, January 3, 2014 and December 19, 2014 was converted into the right to receive an award of phantom units relating to ETP common units based on the Merger Consideration.
(8)	By self as Trustee for the MerryAnn Morgan Holotik Trust.
(9)	By self as Trustee for the Jimmie Samantha Holotik Trust.
(10)	By self as Trustee for the Jessica Whitney Holotik Trust.
(11)	By self as Trustee for the Jacquelyn Nicole Holotik Trust.

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