X0306 4 2012-12-28 0001357371 BreitBurn Energy Partners L.P. BBEP 0001392016 Brown Gregory C 515 S. FLOWER STREET SUITE 4800 LOS ANGELES CA 90071 0 1 0 0 General Counsel & Executive VP Common Units Representing Limited Partner Interests 2012-12-28 4 M 0 41057 A 203938 D Common Units Representing Limited Partner Interests 2012-12-28 4 M 0 9855 A 213793 D Common Units Representing Limited Partner Interests 2012-12-28 4 M 0 10173 A 223966 D Common Units Representing Limited Partner Interests 2012-12-31 4 M 0 21444 A 245410 D Common Units Representing Limited Partner Interests 2012-12-31 5 G 0 E 7500 0 D 237910 D Convertible Phantom Units 2012-12-28 4 M 0 41057 0 D Common Units 41057 0 D Restricted Phantom Units 2012-12-28 4 M 0 9855 0 D Common Units 9855 18482 D Restricted Phantom Units 2012-12-28 4 M 0 10173 0 D Common Units 10173 38158 D Restricted Phantom Units 2012-12-31 4 M 0 21444 0 D Common Units 21444 0 D On December 28, 2012, each Convertible Phantom Unit ("CPU") was the economic equivalent of one common unit representing a limited partner interest in BBEP (a "common unit") and included a distribution equivalent right that entitled the holder to cash distributions at the same rate payable to common unitholders on a quarterly basis. The CPUs vested on December 28, 2012 and were settled for common units. 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 on a quarterly basis The RPUs that vested on December 28, 2012 were settled for common units. On each of December 28, 2013 and December 28, 2014, one half of the remaining RPUs will be settled for an equal number of common units. The RPUs that vested on December 28, 2012 were settled for common units. On December 28, 2013, the remaining RPUs will be settled for an equal number of common units. The RPUs vested on December 31, 2012 and were settled for common units. /s/ Roberta E. Kass, Attorney-in-Fact 2013-01-02