Energy Transfer LP — Director's Dealing 2018

May 24, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Energy Transfer Equity, L.P. (ETE)
CIK: 0001276187
Period of Report: 2018-05-21

Reporting Person: WARREN KELCY L (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-21	Common Units	C	6205936	—	Acquired	32054156	Direct
2018-05-21	Common Units	C	1979529	—	Acquired	10224429	Indirect
2018-05-21	Common Units	C	63577	—	Acquired	328383	Indirect
2018-05-21	Common Units	C	18991762	—	Acquired	98093962	Indirect
2018-05-21	Common Units	C	17731670	—	Acquired	91585486	Indirect
2018-05-21	Common Units	C	20166	—	Acquired	104166	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-21	Series A Convertible Preferred Units	$6.56	C	25848220	Disposed		Common Units (6205936)	Direct
2018-05-21	Series A Convertible Preferred Units	$6.56	C	8244900	Disposed		Common Units (1979529)	Indirect
2018-05-21	Series A Convertible Preferred Units	$6.56	C	264806	Disposed		Common Units (63577)	Indirect
2018-05-21	Series A Convertible Preferred Units	$6.56	C	79102200	Disposed		Common Units (18991762)	Indirect
2018-05-21	Series A Convertible Preferred Units	$6.56	C	73853816	Disposed		Common Units (17731670)	Indirect
2018-05-21	Series A Convertible Preferred Units	$6.56	C	84000	Disposed		Common Units (20166)	Indirect

Footnotes

F1: On May 21, 2018 (the "Conversion Date"), the Series A Convertible Preferred Units (the "Convertible Units") representing limited partner interests in Energy Transfer Equity, L.P. (the "Partnership") automatically converted into a number of common units representing limited partner interests in the Partnership ("common units") determined by dividing (a) the Conversion Value (as defined below) on the Conversion Date by (b) $6.56. On the date the Convertible Units were issued, the Conversion Value (as defined below) of each Convertible Unit was zero, and the Conversion Value increased each fiscal quarter since the issuance and prior to the Conversion Date in an amount equal to $0.285 less the cash distribution actually paid with respect to each Convertible Unit for such quarter. As of the Conversion Date, the conversion value of each Convertible Unit is $1.575 (the "Conversion Value").

F2: The reported securities are owned directly by Kelcy Warren Partners II, LP, a limited partnership owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F3: The reported securities are owned directly by ET Company, Ltd. and include 322,165 units attributable to Mr. Warren's limited partner interest, as well as 6,218 units attributable to Mr. Warren's general partner interest. Mr. Warren disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F4: The reported securities are owned directly by Kelcy Warren Partners, LP, a limited partnership owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein

F5: The reported securities are owned directly by Seven Bridges Holdings, LLC, a limited liability company owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.