Sec Form 4 Filing - Barley Jason Patrick @ JP Energy Partners LP - 2015-08-25

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
Barley Jason Patrick
2. Issuer Name and Ticker or Trading Symbol
JP Energy Partners LP [ JPEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SEE REMARKS
(Last) (First) (Middle)
600 EAST LAS COLINAS BOULEVARD, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
08/25/2015
(Street)
IRVING, TX75039
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 (LIMITED PARTNER INTERESTS) 08/25/2015 P 1,000 A $ 7.15 ( 1 ) 3,500 I BY TRUST ( 2 )
COMMON UNITS (LIMITED PARTNER INTERESTS) 30,663 I BY LLC ( 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 UNITS (WITH DERs) ( 4 ) ( 5 ) ( 6 ) COMMON UNITS 25,000 25,000 D
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) ( 7 ) ( 7 ) ( 7 ) COMMON UNITS 125,122 125,122 I BY LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barley Jason Patrick
600 EAST LAS COLINAS BOULEVARD
SUITE 2000
IRVING, TX75039
X SEE REMARKS
Signatures
/s/ Patrick J. Welch, Attorney-in-Fact for Jason Patrick Barley 08/27/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These units were purchased in multiple transactions at prices ranging from $7.14 to $7.15, inclusive. The reporting person undertakes to provide to JP Energy Partners LP, any security holder of JP Energy Partners LP, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of units purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.
( 2 )By Barley 2011 Family Trust.
( 3 )Represents units held by JP Energy Holdings, LLC which is 100% owned and controlled by the Reporting Person
( 4 )Each phantom unit is the economic equivalent of one common unit and is accompanied by a distribution equivalent right, entitling the holder to an amount equal to any cash distributions paid on each of the Partnership's common units.
( 5 )The phantom units vest in three equal annual installments commencing on each of the first, second and third anniversaries of the grant date.
( 6 )The phantom units do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.
( 7 )Each subordinated unit will convert into one common unit at the end of the subordination period, as described in Registration Statement.

Remarks:
The Reporting Person is the President, Chief Executive Officer and Chairman of the Board of JP Energy GP II LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

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).

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