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*
Aircraft Services CORP

(Last) (First) (Middle)
800 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/25/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 representing limited partner interests 10/25/2010 S 4,241,890 D $23.57(1) 20,437,667 I(2) See Footnote(2)
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
1. Name and Address of Reporting Person*
Aircraft Services CORP

(Last) (First) (Middle)
800 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EFS Regency GP Holdco II, LLC

(Last) (First) (Middle)
800 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Regency LP Acquirer, L.P.

(Last) (First) (Middle)
800 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GENERAL ELECTRIC CAPITAL CORP

(Last) (First) (Middle)
800 LONG RIDGE ROAD

(Street)
FAIRFIELD CT 06431

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GENERAL ELECTRIC CO

(Last) (First) (Middle)
800 LONG RIDGE ROAD

(Street)
FAIRFIELD CT 06431

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Reporting Persons are the beneficial owners of 20,437,667 Common Units following the closing of the Common Unit Purchase Agreement, dated October 22, 2010, by and among Regency LP Acquirer, L.P. ("LP Holdings"), ZLP Fund, L.P. ("ZLP Fund"), ZLP Master Opportunity Fund, Ltd. ("ZLP Master Opportunity Fund"), ZLP Master Utility Fund, Ltd. ("ZLP Master Utility Fund") and Credit Suisse Management LLC (together with ZLP Fund, ZLP Master Opportunity Fund and ZLP Master Utility Fund, the "Purchasers"), pursuant to which LP Holdings sold 4,241,890 Common Units to the Purchasers for $100,000,001.62.
2. These securities are owned by LP Holdings, which is a member of a "group" for purposes of Section 13(d) of the Exchange Act including LP Holdings, EFS Regency GP Holdco II, LLC, Aircraft Services Corporation, General Electric Capital Corporation and General Electric Company. The joint filers are jointly filing this Form 4 and information regarding the joint filers other than Aircraft Services Corporation is set forth on Exhibit 99 to this Form 4.
/s/ Tyson Yates, Vice President 10/27/2010
By: Aircraft Services Corporation, its Managing Member, /s/ Tyson Yates, Vice President 10/27/2010
By: EFS Regency GP Holdco II, LLC, By: Aircraft Services Corporation, its Managing Member, /s/ Tyson Yates, Vice President 10/27/2010
/s/ J. Alex Urquhart, Authorized Signatory, General Electric Capital Corporation 10/27/2010
/s/ J. Alex Urquhart, Vice President, General Electric Company 10/27/2010
** 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).
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