Energy Transfer LP — Director's Dealing 2012

Mar 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Energy Transfer Partners, L.P. (ETP)
CIK: 0001012569
Period of Report: 2012-03-26

Reporting Person: Energy Transfer Equity, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-26	Common Units	J	2249092	—	Acquired	2249092	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	50226967	Direct

Footnotes

F1: On March 26, 2012, the reporting person acquired all of the outstanding common stock of Southern Union Company and its subsidiaries, including CCE Holdings, LLC ("CCE Holdings"), in exchange for approximately $3 billion in cash and the issuance of 56,981,860 common units representing limited partner interests in the reporting person. At the time of the acquisition, CCE Holdings, LLC owned 2,249,092 common units in Energy Transfer Partners, L.P., which had a value on the date of acquisition of $47.42 per common unit based on the closing price on March 26, 2012.

F2: The reported common units are held directly by CCE Holdings. The reporting person is the sole member of ETE Sigma Holdco, LLC, which is the sole stockholder of Southern Union Company, which is the sole member of CCE Acquisition, LLC, which is the sole member of CCE Holdings.