Sec Form 4 Filing - Washburn Halbert S @ Breitburn Energy Partners LP - 2016-05-24

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Washburn Halbert 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 707 WILSHIRE BOULEVARD, 46TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2016 (Street) LOS ANGELES, CA90017 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 ) 05/24/2016 S 6,515 D $ 0.1686 ( 2 ) 0 I Held by Trust ( 3 ) Common Units ( 1 ) 05/24/2016 S 35,710 D $ 0.1686 ( 2 ) 0 I Held by Children Common Units ( 1 ) 839,106 ( 4 ) D Common Units ( 1 ) 0 ( 5 ) I The Strand Energy Company ( 6 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Washburn Halbert S 707 WILSHIRE BOULEVARD 46TH FLOOR LOS ANGELES, CA90017 X Chief Executive Officer Signatures /s/ Gloria Lee, Attorney-in-Fact 05/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common Units representing limited partner interests ("common units"). ( 2 )This transaction was executed in multiple trades at prices ranging from $0.1673 to $0.1701, inclusive. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transactions were effected. ( 3 )The reported common units are owned directly by the Halbert S. Washburn Living Trust, and Mr. Washburn 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. ( 4 )Holdings include 333,237 units of Breitburn Energy Partners LP distributed by The Strand Energy Company ("TSEC") to Mr. Washburn on March 21, 2016. These units represent his 48% owernship share of the units previously held by TSEC. ( 5 )On March 21, 2016, The Strand Energy Company distributed all of its units of Breitburn Energy Partners LP to its owners. ( 6 )The reported common units are owned directly by The Strand Energy Company of which Mr. Washburn is the 48% owner. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.