Sec Form 4 Filing - WARREN KELCY L @ Energy Transfer Equity, L.P. - 2018-05-21

Insider filing report for Changes in Beneficial Ownership
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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
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)
05/21/2018
(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
Common Units 05/21/2018 C 6,205,936 A 32,054,156 D
Common Units 05/21/2018 C 1,979,529 A 10,224,429 I By: Kelcy Warren Partners II, L.P. ( 2 )
Common Units 05/21/2018 C 63,577 A 328,383 I By: ET Company, Ltd. ( 3 )
Common Units 05/21/2018 C 18,991,762 A 98,093,962 I By: Kelcy Warren Partners, L.P. ( 4 )
Common Units 05/21/2018 C 17,731,670 A 91,585,486 I By: Seven Bridges Holdings, LLC ( 5 )
Common Units 05/21/2018 C 20,166 A 104,166 I By: Spouse
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 05/21/2018 C 25,848,220 ( 1 ) ( 1 ) Common Units 6,205,936 ( 1 ) 0 D
Series A Convertible Preferred Units $ 6.56 05/21/2018 C 8,244,900 ( 1 ) ( 1 ) Common Units 1,979,529 ( 1 ) 0 I By: Kelcy Warren Partners II, L.P. ( 2 )
Series A Convertible Preferred Units $ 6.56 05/21/2018 C 264,806 ( 1 ) ( 1 ) Common Units 63,577 ( 1 ) 0 I By: ET Company, Ltd.(
Series A Convertible Preferred Units $ 6.56 05/21/2018 C 79,102,200 ( 1 ) ( 1 ) Common Units 18,991,762 ( 1 ) 0 I By: Kelcy Warren Partners, L.P. ( 4 )
Series A Convertible Preferred Units $ 6.56 05/21/2018 C 73,853,816 ( 1 ) ( 1 ) Common Units 17,731,670 ( 1 ) 0 I By: Seven Bridges Holdings, LLC ( 5 )
Series A Convertible Preferred Units $ 6.56 05/21/2018 C 84,000 ( 1 ) ( 1 ) Common Units 20,166 ( 1 ) 0 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 05/23/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 21, 2018 (the "Conversion Date"), the Series A Convertible Preferred Units (the "Convertible Units") representing limited partner interests in Energy Transfer Equity, L.P. (the "Partnership") automatically converted into a number of common units representing limited partner interests in the Partnership ("common units") determined by dividing (a) the Conversion Value (as defined below) on the Conversion Date by (b) $6.56. On the date the Convertible Units were issued, the Conversion Value (as defined below) of each Convertible Unit was zero, and the Conversion Value increased each fiscal quarter since the issuance and prior to the Conversion Date in an amount equal to $0.285 less the cash distribution actually paid with respect to each Convertible Unit for such quarter. As of the Conversion Date, the conversion value of each Convertible Unit is $1.575 (the "Conversion Value").
( 2 )The reported securities are owned directly by Kelcy Warren Partners II, LP, a limited partnership owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 3 )The reported securities are owned directly by ET Company, Ltd. and include 322,165 units attributable to Mr. Warren's limited partner interest, as well as 6,218 units attributable to Mr. Warren's general partner interest. Mr. Warren disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 4 )The reported securities are owned directly by Kelcy Warren Partners, LP, a limited partnership owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein
( 5 )The reported securities are owned directly by Seven Bridges Holdings, LLC, a limited liability company owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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