Energy Transfer LP — Director's Dealing 2016

Apr 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Energy Transfer Equity, L.P. (ETE)
CIK: 0001276187
Period of Report: 2016-04-19

Reporting Person: Brannon Richard D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-19	Common Units	A	2500	$0.00	Acquired	40900	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
SERIES A CONVERTIBLE PREFERRED UNITS	$6.56		Common Units ()	38400	Direct

Footnotes

F1: A grant of 2,500 ETE restricted units awarded to the reporting person upon his appointment to the board of directors of LE GP, LLC the general partner of Energy Transfer Equity, L.P. and his subsequent independence determination. These units will vest 60% on the third anniversary of the grant and 40% on the fifth anniversary of the grant contingent only upon his continued service on the board.

F2: On the Conversion Date, each Convertible Unit will automatically convert into common units, the number of which will be determined by dividing (a) the Conversion Value (as defined below) on that date by (b) $6.56. The conversion value of each Convertible Unit (the "Conversion Value") on the transaction date is zero, and the Conversion Value will increase each fiscal quarter in an amount equal to $0.285 less the cash distribution actually paid with respect to each Convertible Unit for such quarter (or, if prior to the closing of the Partnership's acquisition of The Williams Companies, Inc., or earlier termination of the merger agreement relating to such acquisition, with respect to each Participating Common Unit (as defined below)).

F3: The Series A Convertible Preferred Units (the "Convertible Units") representing limited partner interests in Energy Transfer Equity, L.P. (the "Partnership") will automatically convert on the first business day following the date that is the earliest of (a) May 18, 2018, (b) the date upon which all Convertible Units would be convertible into 136,612,021 common units representing limited partner interests in the Partnership ("common units"), (c) the date of a change of control of the Partnership or (d) the date of a dissolution of the Partnership (the "Conversion Date").