X0304 4 2011-08-12 0001357371 BreitBurn Energy Partners L.P. BBEP 0001261521 ROGERS W YANDELL III 515 S. FLOWER STREET SUITE 4800 LOS ANGELES CA 90071 1 0 0 0 Phantom Units 2011-08-12 4 A 0 165 0 A Common Units 165 7151 D Each Phantom Unit is the economic equivalent of one common unit representing a limited partner interest in BBEP (a "common unit"). Represents additional Phantom Units received by the Reporting Person pursuant to the terms of previously granted Distribution Equivalent Rights. Each Distribution Equivalent Right entitles the Reporting Person to additional Phantom Units with a value equal to the amount of distributions paid on each of BBEP's common units. On August 12, 2011, BBEP paid a cash distribution to holders of its common units in an amount equal to 42.25 cents per common unit. Pursuant to the terms of the Distribution Equivalent Rights, the Reporting Person received a number of additional Phantom Units in respect of each Distribution Equivalent Right with a value (based on the closing price of BBEP's common units on the distribution date ($17.92)) equal to the per unit amount of the distribution The Phantom Units will be settled at the election of BBEP for an equal number of common units or for cash on January 1, 2013. /s/ Roberta E. Kass, Attorney-in-Fact 2011-08-15