Energy Transfer LP — Director's Dealing 2011

Dec 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Energy Transfer Equity, L.P. (ETE)
CIK: 0001276187
Period of Report: 2011-12-23

Reporting Person: WILLIAMS RANDA DUNCAN (10% Owner)
Reporting Person: Enterprise ETE LLC (10% Owner)
Reporting Person: Enterprise Products OLPGP, Inc. (10% Owner)
Reporting Person: Enterprise Products Holdings LLC (10% Owner)
Reporting Person: Enterprise Products Operating LLC (10% Owner)
Reporting Person: ENTERPRISE PRODUCTS PARTNERS L P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-23	Common Units Representing Limited Partnership Interests	S	22762636	$36.25	Disposed	6540878	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units Representing Limited Partnership Interests	14000	Indirect
Common Units Representing Limited Partnership Interests	180100	Indirect

Footnotes

F1: Pursuant to a privately negotiated agreement executed on December 23, 2011, Enterprise ETE LLC ("Enterprise ETE") agreed to sell the Common Units described in Column 4 in a transaction scheduled to close in January 2012. The remaining Common Units described in Column 5 are owned directly by Enterprise ETE, a wholly owned subsidiary of Enterprise Products Operating LLC ("EPO"). EPO is an indirect wholly owned subsidiary of Enterprise Products Partners L.P. ("EPD") and currently owns 100% of the membership interests in Enterprise ETE. Enterprise Products OLPGP, Inc. ("Enterprise OLPGP") owns 0.001% of the membership interests in EPO. EPD owns 100% of the equity interests in Enterprise OLPGP and 99.999% of the membership interests in EPO. Enterprise Products Holdings LLC ("Holdings"), the general partner of EPD, owns the non-economic general partner interest in EPD. (continued in footnote two)

F2: (continued from footnote one) Dan Duncan LLC ("Duncan LLC") owns 100% of the membership interests in Holdings. Ms. Randa Duncan Williams is a voting trustee pursuant to the Dan Duncan LLC Voting Trust Agreement. The voting trustees collectively control 100% of the membership interests in Duncan LLC. Ms. Williams is also a beneficiary of the Estate of Dan L. Duncan, Deceased (the "Estate"), which holds a pecuniary interest in the membership interests of Duncan LLC. Ms. Williams disclaims beneficial ownership of the securities beneficially owned by Duncan LLC, Holdings or their controlled affiliates, except to the extent of her pecuniary interest.

F3: These Common Units are owned directly by the Estate. Ms. Williams is a beneficiary of the Estate and was appointed a co-executor of the Estate on April 27, 2010. Ms. Williams disclaims any ownership of these securities, except to the extent of her pecuniary interest.

F4: These Common Units are owned directly by DD Securities LLC ("DD Securities"). DD Securities is a wholly owned subsidiary of the Estate. Ms. Williams is a beneficiary of the Estate and was appointed a co-executor of the Estate on April 27, 2010. Ms. Williams disclaims any ownership of these securities, except to the extent of her pecuniary interest.

F5: The power of attorney under which this form was signed is on file with the Commission.