Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.    )*
 
EP Energy Corporation
(Name of Issuer)
 
Class A common stock, par value $0.01
(Title of Class of Securities)
 
268785102
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
CUSIP No. 268785102
 SCHEDULE 13G
Page 2 of 5
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Korea National Oil Corporation
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Republic of Korea
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
31,276,726 shares of Class A common stock
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
31,276,726 shares of Class A common stock
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,276,726 shares of Class A common stock
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.8%
  
12
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 
 
CUSIP No. 268785102
 SCHEDULE 13G
Page 3 of 5
 
 
Item 1.
(a)
Name of Issuer
   
EP Energy Corporation
         
 
(b)
Address of Issuer’s Principal Executive Offices
   
1001 Louisiana Street
   
Houston, Texas 77002
         
Item 2.
(a)
Name of Person Filing
   
This statement is filed by Korea National Oil Corporation (“KNOC”).
         
 
(b)
Address of Principal Business Office or, if none, Residence
   
The principal office of KNOC is 305, JONGGA-RO, JUNG-GU, ULSAN, KOREA 681-816.
         
 
(c)
Citizenship
   
KNOC is established under the KNOC Act of the Republic of Korea.
         
 
(d)
Title of Class of Securities
   
Class A common stock, par value $0.01
         
 
(e)
CUSIP Number
   
268785102
         
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
Not applicable.
         
Item 4.
Ownership.
         
 
(a)
Amount beneficially owned:
   
31,276,726 shares of Class A common stock.
         
 
(b)
Percent of class:
   
12.8%
         
   
The percentage of Class A common stock beneficially owned by KNOC is based on 244,800,513 shares of Class A common stock outstanding as of October 30, 2014 according to the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2014.
         
 
(c)
Number of shares as to which the person has:
       
   
(i)
Sole power to vote or to direct the vote:
     
31,276,726 shares of Class A common stock.
         
   
(ii)
Shared power to vote or to direct the vote:
     
0 shares of Class A common stock.
         
   
(iii)
Sole power to dispose or to direct the disposition of:
     
31,276,726 shares of Class A common stock.
         
 
 
 
 
 
 
 
CUSIP No. 268785102
 SCHEDULE 13G
Page 4 of 5
 
 
   
(iv)
Shared power to dispose or to direct the disposition of:
     
0 shares of Class A common stock.
         
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨
         
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
         
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
         
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
         
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
         
Item 10.
Certification.
 
Not applicable.

[The remainder of this page intentionally left blank.]
 

 
 
 
 
 
CUSIP No. 268785102
 SCHEDULE 13G
Page 5 of 5
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 13, 2015
 
KOREA NATIONAL OIL CORPORATION
  
       
       
By:
/s/ Woo Seok Lee
  
 
Name:
Woo Seok Lee
  
 
Title:
Vice President of Production Operation Department