Sec Form 5 Filing - AI Value Holdings, LLC @ EP Energy Corp - 2014-12-31

FORM 5 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 Value Holdings, 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) 12/31/2014 (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 06/30/2014 J( 1 ) 3,556,387 D 0 I ( 1 ) ( 2 ) ( 6 ) By LLC Class A Common Stock 06/30/2014 G V 3,556,387 D $ 0 ( 3 ) 3,556,387 I ( 2 ) ( 6 ) By LLC Class A Common Stock 31,276,726 I ( 4 ) ( 6 ) By LLC Class A Common Stock 109,991 I ( 5 ) ( 6 ) By partnership

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 Value Holdings, LLC C/O ACCESS INDUSTRIES, INC. 730 FIFTH AVENUE, 20TH FL NEW YORK, NY10019 Affiliate of 10% Owner ACCESS INDUSTRIES MANAGEMENT, LLC 730 FIFTH AVENUE, 20TH FL NEW YORK, NY10019 X Blavatnik Len 730 FIFTH AVENUE, 20TH FL NEW YORK, NY10019 X Signatures /s/ Alejandro Moreno for AI Value Holdings, LLC 03/26/2015 Signature of Reporting Person Date /s/ Alejandro Moreno for Access Industries Management, LLC 03/26/2015 Signature of Reporting Person Date /s/ Alejandro Moreno, Attorney-in-Fact for Len Blavatnik 03/26/2015 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 ("AIVH"), as part of a corporate restructuring, distributed its interests in AIEH to its members and no longer beneficially owns any securities of the Issuer. ( 2 )These securities are held directly by AIEH and are the same securities reported as disposed of by AIVH as described in footnote 1. Each of Access Industries Management, LLC and Mr. Blavatnik may be deemed to beneficially own the shares of common stock formerly held directly by AIEH because Mr. Blavatnik controls Access Industries Management, LLC, which controls AIEH. ( 3 )Contribution of indirect interest in AIEH. Each of the reporting persons (other than AIVH) may be deemed to continue to beneficially own such interests following such contribution. ( 4 )The securities reported are held directly by Texas Oil & Gas Holdings LLC ("TOGH"). Access Industries Management, LLC and Mr. Blavatnik may be deemed to beneficially own the shares of common stock held directly by TOGH because Mr. Blavatnik controls Access Industries Management, LLC, which controls Access Industries Holdings LLC, which holds a majority of the outstanding voting interests in RSB Limited, which holds a majority of the outstanding membership interests in TOGH. ( 5 )The securities reported are held directly by Altep 2014 L.P. ("Altep 2014") and may be deemed to be beneficially owned by Mr. Blavatnik because Mr. Blavatnik controls Access Industries, Inc., which is the general partner of Altep 2014. ( 6 )Each of the reporting persons disclaims 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.

Remarks: AI Value Holdings, LLC no longer beneficially owns any securities of the issuer and is, therefore, no longer subject to Section 16. The other reporting persons continue to be subject to Section 16.

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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