Sec Form 3 Filing - AI Energy Holding LLC @ EP Energy Corp - 2014-01-21

FORM 3 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 AI Energy Holding LLC 2. Issuer Name and Ticker or Trading Symbol EP Energy Corp [ EPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Affiliate of 10% Owner (Last) (First) (Middle) C/O ACCESS INDUSTRIES, INC., 730 FIFTH AVENUE, 20TH FL 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2014 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class A Common Stock 3,556,387 D ( 1 ) Class A Common Stock 109,991 D ( 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 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 AI Energy Holding LLC C/O ACCESS INDUSTRIES, INC. 730 FIFTH AVENUE, 20TH FL NEW YORK, NY10019 Affiliate of 10% Owner AI Value Holdings, LLC C/O ACCESS INDUSTRIES, INC. 730 FIFTH AVENUE, 20TH FL NEW YORK, NY10019 Affiliate of 10% Owner ALTEP 2014 L.P. 730 FIFTH AVENUE, 20TH FL NEW YORK, NY10019 Affiliate of 10% Owner ACCESS INDUSTRIES INC 730 FIFTH AVENUE, 20TH FL NEW YORK, NY10019 Affiliate of 10% Owner Signatures Alejandro Moreno for AI Energy Holding LLC 01/23/2014 Signature of Reporting Person Date Alejandro Moreno for AI Value Holdings, LLC 01/23/2014 Signature of Reporting Person Date Alejandro Moreno for Altep 2014 L.P. 01/23/2014 Signature of Reporting Person Date Alejandro Moreno for Access Industries, Inc. 01/23/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported are held directly by AI Energy Holding LLC ("AIEH"). AI Value Holdings, LLC may be deemed to beneficially own the shares of common stock held directly by AIEH because AI Value Holdings, LLC is the sole member of AIEH. The reporting persons (other than AIEH) disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities for purposes of Section 16 or any other purpose. ( 2 )The securities reported are held directly by Altep 2014 L.P. ("Altep 2014"). Access Industries, Inc. may be deemed to beneficially own the shares of common stock held directly by Altep 2014 because it is the general partner of Altep 2014. The reporting persons (other than Altep 2014) disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities for purposes of Section 16 or any other purpose.

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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