Sec Form 4 Filing - Weiss Charles S @ Breitburn Energy Partners LP - 2016-01-01

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 Weiss Charles S 2. Issuer Name and Ticker or Trading Symbol Breitburn Energy Partners LP [ BBEP] 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) 515 S. FLOWER STREET, SUITE 4800 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2016 (Street) LOS ANGELES, CA90071 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 ( 1 ) 01/01/2016 M 3,159 A $ 0 48,986 D Common Units ( 1 ) 01/01/2016 M 2,868 A $ 0 51,854 D Common Units ( 1 ) 01/01/2016 M 8,892 A $ 0 60,746 D Common Units ( 1 ) 10,985 I Family Trust ( 2 )

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 F orm 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 Restricted Phantom Units ( 3 ) 01/01/2016 M 3,159 ( 4 ) ( 4 ) Common Units ( 1 ) 3,159 $ 0 0 D Restricted Phantom Units ( 3 ) 01/01/2016 M 2,868 ( 5 ) ( 5 ) Common Units ( 1 ) 2,868 $ 0 2,868 D Restricted Phantom Units ( 3 ) 01/01/2016 M 8,892 ( 6 ) ( 6 ) Common Units ( 1 ) 8,892 $ 0 17,785 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weiss Charles S 515 S. FLOWER STREET SUITE 4800 LOS ANGELES, CA90071 X Signatures /s/ Roberta E. Kass, Attorney-in-Fact 01/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common Units representing limited partner interests ("common units"). ( 2 )The reported common units shown as indirectly owned are owned directly by WFI, LLC, which is wholly owned by Mr. Weiss and his family. Mr. Weiss has the power and authority to dispose of the common units , and accordingly, may be deemed to be the beneficial owner of such common units. ( 3 )Each Restricted Phantom Unit ("RPU") is the economic equivalent of one common unit which includes a distribution equivalent right that entitles the holder to cash distributions at the same rate payable to common unitholders. ( 4 )The RPUs that vested on January 1, 2016, were settled for an equal number of common units. ( 5 )The RPUs that vested on January 1, 2016, were settled for an equal number of common units. On January 1, 2017, the remaining RPUs will be settled for an equal number of common units. ( 6 )The RPUs that vested on January 1, 2016, were settled for an equal number of common units. On each of January 1, 2017, and January 1, 2018, one-half of the remaining RPUs will be settled for an equal number of common units.

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).

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