SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Brannon Richard D (Last) (First) (Middle) C/O CH4 ENERGY III, LLC 421 W. 3RD ST., SUITE 750 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Energy Transfer Equity, L.P. [ ETE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/27/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units	12/27/2017		D		7,716(1)	D	$0.00	38,400	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Units	(2)							(3)	(3)	Common Units	(2)		38,400	D
Phantom Units	(4)	12/27/2017		A		2,500		(4)	(4)	Common Units(4)	2,500	$0.00	2,500	D
Phantom Units	(5)	12/27/2017		A		5,216		(5)	(5)	Common Units(5)	5,216	$0.00	7,716	D

Explanation of Responses:

1. These common units, previously granted in connection with an award of restricted units under the Partnership's original long-term incentive plan, are being replaced with an award of phantom units in accordance with the Exchange and Rescission Agreement by and between the reporting person and the Partnership.

2. 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)).

3. 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").

4. 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 January 2, 2019 and 40% on January 2, 2021 that may vest in Partnership units, cash or other securities and is generally contingent upon the reporting person's continued service on the Board of the general partner of the Partnership 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.

5. 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 January 2, 2020 and 40% on January 2, 2022 that may vest in Partnership units, cash or other securities and is generally contingent upon the reporting person's continued service on the Board of the general partner of the Partnership 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.

Remarks:

	Sonia Aube, Attorney-in-fact for Mr. Brannon	12/29/2017
	** Signature of Reporting Person	Date
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