Energy Transfer LP — Director's Dealing 2013

Oct 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Energy Transfer Partners, L.P. (ETP)
CIK: 0001012569
Period of Report: 2013-10-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-31	Common Units	J	50160000	—	Disposed	5226967	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	44324102	Direct

Footnotes

F1: Pursuant to an Exchange and Redemption Agreement dated as of August 7, 2013 among Energy Transfer Partners, L.P. ("ETP"), Energy Transfer Equity, L.P. ("ETE"), and ETE Common Holdings, LLC ("ETE Holdings"), a wholly owned subsidiary of ETE, on October 31, 2013 ETP redeemed 50,160,000 of its common units representing limited partner interests held by ETE Holdings and beneficially owned indirectly by ETE in exchange for 50,160,000 Class H limited partner interests in ETP. The Class H limited partner interests in ETP will entitle ETE to a percentage of the cash distributions received by ETP from Sunoco Partners LLC ("SXL GP") with respect to SXL GP's general partner interests and incentive distribution rights in Sunoco Logistics Partners L.P.

F2: On April 29, 2013, ETE formed ETE Holdings and made an initial capital contribution to ETE Holdings of 50,226,967 ETP common units. On October 31, 2013, ETE made an additional contribution of 5,160,000 ETP common units to ETE Holdings. As described in footnote (1), 50,160,000 ETP common units held by ETE Holdings were redeemed by ETP on October 31, 2013.

F3: ETE directly owns the ETP common units. LE GP, LLC is the general partner of ETE and its ownership is indirect through ETE. LE GP, LLC disclaims beneficial ownership of the reported units except to the extent of its pecuniary interest therein.