Energy Transfer LP — Director's Dealing 2017

Dec 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Energy Transfer Equity, L.P. (ETE)
CIK: 0001276187
Period of Report: 2017-12-20

Reporting Person: MCCREA MARSHALL S III (Director, President - COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-20	Phantom Units	$	A	537379	Acquired		Common Units (537379)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	2351202	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
SERIES A CONVERTIBLE PREFERRED UNITS	$6.56		Common Units ()	1112728	Direct

Footnotes

F1: Amount of Securities Beneficial Owned following the transaction includes 4,002 units acquired under a distribution reinvestment plan.

F2: 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").

F3: 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)).

F4: An award of phantom units granted under the Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan scheduled to vest 60% on December 5, 2020 and 40% on December 5, 2022 that may vest in Partnership units, cash or other securities and is generally contingent upon the reporting person's continued employment with the Partnership or one of its affiliates on each applicable vesting date. The Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan - approved by the Board of Directors of the Partnership on December 20, 2017 - is pending approval by a majority of the ETE unitholders.