Sec Form 4 Filing - PETERSEN GARY R @ EV Energy Partners, LP - 2016-01-15

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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
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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1. Name and Address of Reporting Person
PETERSEN GARY R
2. Issuer Name and Ticker or Trading Symbol
EV Energy Partners, LP [ EVEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1100 LOUISIANA STREET, SUITE 4900
3. Date of Earliest Transaction (MM/DD/YY)
01/15/2016
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Unit 01/15/2016 M 1,016 A 412,222 I by EnCap V-B Acquisitions, L.P. ( 2 ) ( 3 )
Common Unit 01/15/2016 M 1,284 A 520,952 I by EnCap Energy Capital Fund V, L.P. ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Unit ( 1 ) 01/15/2016 M 248 01/15/2016 01/15/2016 Common Unit 248 ( 1 ) 0 I by EnCap V-B Acquisitions, L.P. ( 2 ) ( 3 )
Phantom Unit ( 1 ) 01/15/2016 M 249 01/15/2016 01/15/2016 Common Unit 249 ( 1 ) 249 I by EnCap V-B Acquisitions, L.P. ( 2 ) ( 3 )
Phantom Unit ( 1 ) 01/15/2016 M 188 01/15/2016 01/15/2016 Common Unit 188 ( 1 ) 375 I by EnCap V-B Acquisitions, L.P. ( 2 ) ( 3 )
Phantom Unit ( 1 ) 01/15/2016 M 331 01/15/2016 01/15/2016 Common Unit 331 ( 1 ) 994 I by EnCap V-B Acquisitions, L.P. ( 2 ) ( 3 )
Phantom Unit ( 1 ) 01/15/2016 M 314 01/15/2016 01/15/2016 Common Unit 314 ( 1 ) 0 I by EnCap Energy Capital Fund V, L.P. ( 2 ) ( 3 )
Phantom Unit ( 1 ) 01/15/2016 M 314 01/15/2016 01/15/2016 Common Unit 314 ( 1 ) 314 I by EnCap Energy Capital Fund V, L.P. ( 2 ) ( 3 )
Phantom Unit ( 1 ) 01/15/2016 M 237 01/15/2016 01/15/2016 Common Unit 237 ( 1 ) 474 I by EnCap Energy Capital Fund V, L.P. ( 2 ) ( 3 )
Phantom Unit ( 1 ) 01/15/2016 M 419 01/15/2016 01/15/2016 Common Unit 419 ( 1 ) 1,256 I by EnCap Energy Capital Fund V, L.P. ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PETERSEN GARY R
1100 LOUISIANA STREET
SUITE 4900
HOUSTON, TX77002
X
Signatures
/s/ Gary R. Petersen 01/20/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each phantom unit was the economic equivalent of one EVEP common unit at the close of business on the vesting date.
( 2 )Gary R. Petersen was formerly deemed the beneficial owner of securities held by EnCap Energy Capital Fund V, L.P. and EnCap V-B Acquisitions, L.P. by virtue of being a member and manager of RNBD GP LLC. On December 16, 2015, RNBD GP LLC. was a party to a restructuring which resulted in Mr. Petersen becoming a managing member of EnCap Partners, LLC. RNBD GP LLC was subsequently dissolved. Mr. Petersen may be deemed the beneficial owner of securities held by EnCap Energy Capital Fund V, L.P. and EnCap V-B Acquisitions, L.P. by virtue of being a member of EnCap Partners, LLC, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C., the general partner of EnCap Investments L.P., the general partner of EnCap Equity Fund V GP, L.P., (i) the general partner of EnCap Energy Capital Fund V, L.P., and (ii) the general partner of (continued in Footnote 3)
( 3 )(continued from Footnote 2) EnCap Energy Capital Fund V-B, L.P., the sole member of EnCap V-B Acquisitions GP, LLC, the general partner of EnCap V-B Acquisitions, L.P. Mr. Petersen disclaims beneficial ownership in excess of his pecuniary interest in such securities.

Remarks:
This report is filed in connection with the Forms 4 filed today by EnCap Energy Capital Fund V, L.P., EnCap V-B Acquisitions, L.P. and EnCap Partners, LLC

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