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^*

Bradley Michael J

(Last)

(First)

(Middle)

2001 BRYAN STREET, SUITE 3700

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Regency Energy Partners LP [ RGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2015

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⁽¹⁾	04/30/2015		M		248,771	A	⁽²⁾	323,588	D
Common Units	04/30/2015		F⁽³⁾		103,701	D	$22.35⁽⁴⁾	219,887	D
Common Units⁽⁵⁾	04/30/2015		D		219,887	D	⁽⁵⁾	0	D

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 DER⁽¹⁾⁽²⁾	⁽¹⁾	04/30/2015		M			10,000	⁽¹⁾	⁽⁶⁾	Common Units	10,000	$0.00	0	D
Phantom Units with DER⁽¹⁾⁽²⁾	⁽¹⁾	04/30/2015		M			10,000	⁽¹⁾	⁽⁶⁾	Common Units	10,000	$0.00	0	D
Phantom Units with DER⁽¹⁾⁽²⁾	⁽¹⁾	04/30/2015		M			20,000	⁽¹⁾	⁽⁶⁾	Common Units	20,000	$0.00	0	D
Phantom Units with DER⁽¹⁾⁽²⁾	⁽¹⁾	04/30/2015		M			50,000	⁽¹⁾	⁽⁶⁾	Common Units	50,000	$0.00	0	D
Phantom Units with DER⁽¹⁾⁽²⁾	⁽¹⁾	04/30/2015		M			74,971	⁽¹⁾	⁽⁶⁾	Common Units	74,971	$0.00	0	D
Phantom Units with DER⁽¹⁾⁽²⁾	⁽¹⁾	04/30/2015		M			83,800	⁽¹⁾	⁽⁶⁾	Common Units	83,800	$0.00	0	D

Explanation of Responses:

1. Immediately prior to the merger of a wholly owned subsidiary of Energy Transfer Partners, L.P. ("ETP") with and into Regency Energy Partners LP ("RGP") effective on April 30, 2015 (the "Merger"), all of the reporting person's Phantom Units granted pursuant to the reporting person's November 22, 2010, December 17, 2010, December 21, 2011, December 17, 2012, January 3, 2014 and December 19, 2014 Phantom Unit awards vested in full, and an equal number of RGP common units were deemed issued in settlement thereof.

2. Each Phantom Unit is the economic equivalent of one common unit representing a limited partner interest in RGP.

3. Common Units withheld to cover taxes payable upon vesting of Phantom Units reported in Table II.

4. Closing price for the Issuer's common units on April 28, 2015, the date used to calculate awards.

5. Disposition in connection with the Merger. On April 29, 2015, the last trading day for the RGP common units, the closing price of the RGP common units was $23.47 per unit and the closing price of ETP's common units was $55.30 per unit. Each RGP common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings was converted into the right to receive 0.4124 ETP common units.

6. Not applicable.

Remarks:

	/s/ A. Troy Sturrock, as power of attorney	05/04/2015
	** 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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