Sec Form 4 Filing - WARREN KELCY L @ Energy Transfer Equity, L.P. - 2016-03-08

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 WARREN KELCY L 2. Issuer Name and Ticker or Trading Symbol Energy Transfer Equity, L.P. [ ETE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8111 WESTCHESTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2016 (Street) DALLAS, TX75225 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

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 SERIES A CONVERTIBLE PREFERRED UNITS $ 6.56 03/08/2016 A 25,848,220 ( 1 ) ( 1 ) COMMON UNITS ( 2 ) ( 3 ) 25,848,220 D SERIES A CONVERTIBLE PREFERRED UNITS $ 6.56 03/08/2016 A 8,244,900 ( 1 ) ( 1 ) COMMON UNITS ( 2 ) ( 3 ) 8,244,900 I By: Kelcy Warren Partners II, LP ( 4 ) SERIES A CONVERTIBLE PREFERRED UNITS $ 6.56 03/08/2016 A 264,806 ( 1 ) ( 1 ) COMMON UNITS ( 2 ) ( 3 ) 264,806 I By: ET Company, Ltd. ( 5 ) SERIES A CONVERTIBLE PREFERRED UNITS $ 6.56 03/08/2016 A 79,102,200 ( 1 ) ( 1 ) COMMON UNITS ( 2 ) ( 3 ) 79,102,200 I By: Kelcy Warren Partners, LP ( 6 ) SERIES A CONVERTIBLE PREFERRED UNITS $ 6.56 03/08/2016 A 73,853,816 ( 1 ) ( 1 ) COMMON UNITS ( 2 ) ( 3 ) 73,853,816 I By: Seven Bridges Holdings, LLC ( 7 ) SERIES A CONVERTIBLE PREFERRED UNITS $ 6.56 03/08/2016 A 84,000 ( 1 ) ( 1 ) COMMON UNITS ( 2 ) ( 3 ) 84,000 I By: Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WARREN KELCY L 8111 WESTCHESTER DRIVE DALLAS, TX75225 X X Signatures Sonia Aube, Attorney-in-fact for Mr. Warren 03/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Convertible Preferred Units (the "Convertible Units") representing limited partner interests in Energy Transfer Equity, L.P. (the "Partnership") will automatically convert on the first business day following the date that is the earliest of (a) May 18, 2018, (b) the date upon which all Convertible Units would be convertible into 136,612,021 common units representing limited partner interests in the Partnership ("common units"), (c) the date of a change of control of the Partnership or (d) the date of a dissolution of the Partnership (the "Conversion Date"). ( 2 )On the Conversion Date, each Convertible Unit will automatically convert into common units, the number of which will be determined by dividing (a) the Conversion Value (as defined below) on that date by (b) $6.56. The conversion value of each Convertible Unit (the "Conversion Value") on the transaction date is zero, and the Conversion Value will increase each fiscal quarter in an amount equal to $0.285 less the cash distribution actually paid with respect to each Convertible Unit for such quarter (or, if prior to the closing of the Partnership's acquisition of The Williams Companies, Inc., or earlier termination of the merger agreement relating to such acquisition, with respect to each Participating Common Unit (as defined below)). ( 3 )One Convertible Unit was issued for each common unit (a "Participating Common Unit") that the holder validly elected to participate in a plan (the "Plan") to forgo a portion of future potential cash distributions on Participating Common Units for a period of up to nine fiscal quarters, commencing with distributions for the fiscal quarter ending March 31, 2016. ( 4 )The reported Convertible Units are owned directly by Kelcy Warren Partners II, LP, a limited partnership owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported Convertible Units except to the extent of his pecuniary interest therein. ( 5 )The reported Convertible Units are owned directly by ET Company, Ltd. and include 259,792 units attributable to Mr. Warren's limited partner interest, as well as 5,014 units attributable to Mr. Warren's general partner interest. Mr. Warren disclaims beneficial ownership of the reported Convertible Units except to the extent of his pecuniary interest therein. ( 6 )The reported Convertible Units are owned directly by Kelcy Warren Partners, LP, a limited partnership owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported Convertible Units except to the extent of his pecuniary interest therein. ( 7 )The reported Convertible Units are owned directly by Seven Bridges Holdings, LLC, a limited liability company owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported Convertible Units except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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