X0306 4 2013-12-28 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, CAO & Exec VP Common Units Representing Limited Partner Interests 2013-12-28 4 M 0 11537 A 265447 D Common Units Representing Limited Partner Interests 2013-12-28 4 M 0 11910 A 277357 D Common Units Representing Limited Partner Interests 2013-12-28 4 M 0 6090 A 283447 D Restricted Phantom Units 2013-12-28 4 M 0 11537 0 D Common Units 11537 0 D Restricted Phantom Units 2013-12-28 4 M 0 11910 0 D Common Units 11910 19079 D Restricted Phantom Units 2013-12-28 4 M 0 6090 0 D Common Units 6090 25460 D Each Restricted Phantom Unit ("RPU") is the economic equivalent of one common unit representing a limited partner interest in BBEP (a "common unit") which includes a distribution equivalent right that entitles the holder to cash distributions at the same rate payable to common unitholders. The RPUs that vested on December 28, 2013 were settled for common units. The RPUs that vested on December 28, 2013 were settled for common units. On December 28, 2014, the remaining RPUs will be settled for an equal number of common units. The RPUs that vested on December 28, 2013 were settled for common units. On each of December 28, 2014 and December 28, 2015, one half of the remaining RPUs will be settled for an equal number of common units. /s/ Roberta E. Kass, Attorney-in-Fact 2013-12-31