SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Barley Jason Patrick

(Last)

(First)

(Middle)

600 EAST LAS COLINAS BOULEVARD

SUITE 2000

(Street)

IRVING

75039

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON UNITS (LIMITED PARTNER INTERESTS)	01/20/2016		S		7,000	D	$3	20,163	I	BY LLC⁽¹⁾
COMMON UNITS (LIMITED PARTNER INTERESTS)	01/21/2016		S		2,500	D	$3.28⁽²⁾	17,663	I	BY LLC⁽¹⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PHANTOM UNITS (WITH DERs)	⁽³⁾							⁽⁴⁾	⁽⁵⁾	COMMON UNITS	25,000		25,000	D
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	COMMON UNITS	125,122		125,122	I	By LLC⁽¹⁾

Explanation of Responses:

1. The units reported on this line are held for the benefit of the Reporting Person's children by JP Energy Holdings, LLC, which is owned by the Barley 2011 Family Trust.

2. The price reported in Column 4 is a weighted average price. These units were sold in multiple transactions at prices ranging from $3.22 to $3.50, 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 sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. 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.

4. The phantom units vest in three equal annual installments commencing on each of the first, second and third anniversaries of the grant date.

5. 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.

6. 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.

	/s/ Patrick J. Welch, Attorney-in-Fact for Jason Patrick Barley	01/22/2016
	** Signature of Reporting Person	Date
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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