SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)
SUITE 3700


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Regency Energy Partners LP [ RGNC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and Chief Executive
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Common Units(1) 11/21/2010 M 40,000(3) A (4) 146,501 D
Common Units 11/21/2010 F 14,580(2) D $25.37 131,921 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units(3) (4) 11/21/2010 M 40,000 11/21/2010 11/21/2010 Common Units 40,000 (4) 0 D
Phantom Units with DER (4) 11/21/2010 A 33,000 (6) (5) Common Units 33,000 $25.37 33,000 D
Explanation of Responses:
1. The holder settled 100 percent of his phantom units for RGNC common units on the date of vesting.
2. These common units were withheld to satisfy the applicable income and FICA tax liabilities upon the vesting of the phantom units, as reported in Table II.
3. On November 21, 2010, in connection with Mr. Kelley's resignation and retirement from the Partnership, the Board of Directors accelerated the vesting requirements at the 100% target level with respect to 24,000 performance-based phantom units granted to Mr. Kelley on May 7, 2010. On November 21, 2010, the Board of Directors also accelerated the vesting requirements with respect to 16,000 time-based phantom units granted to Mr. Kelley on May 7, 2010, which grant was previously disclosed on a Form 4 filed with the Securities and Exchange Commission on May 11, 2010.
4. Each phantom unit is the economic equivalent of one common unit representing a limited partner interest in Regency Energy Partners LP (the "Partnership") 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. Not applicable.
6. One third of the total granted phantom units will vest on November 21, 2011, 2012 and 2013.
/s/ Paul M. Jolas, Attorney-in-Fact 11/24/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.