X0306 4 2014-03-14 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 EVP, Gen. Counsel, CAO Convertible Phantom Units 0 2014-03-14 4 A 0 438 0 A Common Units 438 43496 D Convertible Phantom Units 0 2014-03-14 4 A 0 357 0 A Common Units 357 44199 D Each Convertible Phantom Unit ("CPU") is a phantom equity award which includes a performance distribution right ("PDR") that entitles the holder to distributions at the same rate payable to common unitholders based upon the number of CPUs multiplied by a number ranging from 0 to 4.768 (the "multiplier") reflecting whether specified performance metrics are attained. Represents additional CPUs received by the Reporting Person pursuant to the terms of previously granted PDRs. Each PDR entitles the Reporting Person to additional CPUs with a value equal to the amount of distributions paid on each common unit representing a limited partner interest in BBEP (a "common unit"). On March 14, 2014, BBEP paid a cash distribution to holders of its common units in an amount equal to 16.42 cents per common unit. Pursuant to the terms of the PDRs, the Reporting Person received a number of additional CPUs in respect of each PDR with a value (based on the closing price of BBEP's common units on the distribution date ($20.16)) equal to the per unit amount of the distribution. Currently, the multiplier for these CPUs is "1.25." On December 28, 2015, the CPUs will be settled for a number of common units determined by multiplying each CPU by the multiplier. Represents additional CPUs received by the Reporting Person pursuant to the terms of previously granted PDRs. Each PDR entitles the Reporting Person to additional CPUs with a value equal to the amount of distributions paid on each common unit. On March 14, 2014, BBEP paid a cash distribution to holders of its common units in an amount equal to 16.42 cents per common unit. Pursuant to the terms of the PDRs, the Reporting Person received a number of additional CPUs in respect of each PDR with values (based on the closing price of BBEP's common units on the distribution date ($20.16)) equal to the per unit amount of the distributions. Currently, the multiplier for these CPUs is "1." On December 28, 2016, the CPUs will be settled for a number of common units determined by multiplying each CPU by the multiplier. /s/ Roberta E. Kass, Attorney-in-Fact 2014-03-17