X0306 4 2016-03-08 0 0001276187 Energy Transfer Equity, L.P. ETE 0001281086 MCREYNOLDS JOHN W 8111 WESTCHESTER DRIVE DALLAS TX 75225 1 1 0 0 President SERIES A CONVERTIBLE PREFERRED UNITS 6.56 2016-03-08 4 A 0 508800 A COMMON UNITS 508800 D SERIES A CONVERTIBLE PREFERRED UNITS 6.56 2016-03-08 4 A 0 8564710 A COMMON UNITS 8564710 I By: McReynolds Equity Partners, L.P. SERIES A CONVERTIBLE PREFERRED UNITS 6.56 2016-03-08 4 A 0 12308645 A COMMON UNITS 12308645 I By: McReynolds Energy Partners, L.P. The Series A Convertible Preferred Units (the "Convertible Units") representing limited partner interests in Energy Transfer Equity, L.P. (the "Partnership") will automatically convert on the first business day following the date that is the earliest of (a) May 18, 2018, (b) the date upon which all Convertible Units would be convertible into 136,612,021 common units representing limited partner interests in the Partnership ("common units"), (c) the date of a change of control of the Partnership or (d) the date of a dissolution of the Partnership (the "Conversion Date"). On the Conversion Date, each Convertible Unit will automatically convert into common units, the number of which will be determined by dividing (a) the Conversion Value (as defined below) on that date by (b) $6.56. The conversion value of each Convertible Unit (the "Conversion Value") on the transaction date is zero, and the Conversion Value will increase each fiscal quarter in an amount equal to $0.285 less the cash distribution actually paid with respect to each Convertible Unit for such quarter (or, if prior to the closing of the Partnership's acquisition of The Williams Companies, Inc., or earlier termination of the merger agreement relating to such acquisition, with respect to each Participating Common Unit (as defined below)). One Convertible Unit was issued for each common unit (a "Participating Common Unit") that the holder validly elected to participate in a plan (the "Plan") to forgo a portion of future potential cash distributions on Participating Common Units for a period of up to nine fiscal quarters, commencing with distributions for the fiscal quarter ending March 31, 2016. The reported Convertible Units are owned directly by a limited partnership of which Mr. McReynolds is the general partner. Mr. McReynolds disclaims beneficial ownership of the reported Convertible Units except to the extent of his pecuniary interest therein. Sonia Aube, Attorney-in-fact for Mr. McReynolds 2016-03-10