SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Thurmond Thomas E

(Last)

(First)

(Middle)

515 S. FLOWER STREET

SUITE 4800

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2015

3. Issuer Name and Ticker or Trading Symbol
Breitburn Energy Partners LP [ BBEP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units⁽¹⁾	6,561	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Phantom Units⁽²⁾	⁽³⁾	⁽³⁾	Common Units⁽¹⁾	2,313	$0.0	D
Restricted Phantom Units⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Units⁽¹⁾	8,760	$0.0	D
Restricted Phantom Units⁽²⁾	⁽⁵⁾	⁽⁵⁾	Common Units⁽¹⁾	53,507	$0.0	D

Explanation of Responses:

1. Common Units representing limited partner interests ("common units").

2. Each Restricted Phantom Unit ("RPU") is the economic equivalent of one common unit which includes a distribution equivalent right that entitles the holder to cash distributions at the same rate payable to common unitholders.

3. On December 28, 2015, the RPUs will be settled for an equal number of common units.

4. On each of December 28, 2015 and December 28, 2016, one half of the RPUs will be settled for an equal number of common units.

5. On each of December 28, 2015, December 28, 2016, and December 28, 2017, one third of the RPUs will be settled for an equal number of common units.

Remarks:

	/s/ Gloria Lee, Attorney-in-Fact	07/01/2015
	** 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 5 (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.
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