Edgar Filing: Crestwood Equity Partners LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SHERMAN JOHN J

2. Issuer Name and Ticker or Trading Symbol
Crestwood Equity Partners LP [CEQP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

700 LOUISIANA STREET, SUITE 2060

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2014

(Street)

HOUSTON, TX 77002

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units								16,100	D
Common Units	07/22/2014		S		24,000 ⁽³⁾	D	$ 15.2288 ⁽⁴⁾ ⁽⁷⁾	18,251,270	I	As Trustee of the John J. Sherman Revocable Trust ⁽¹⁾
Common Units	07/23/2014		S		24,000 ⁽³⁾	D	$ 15.2237 ⁽⁴⁾ ⁽⁵⁾	18,227,270	I	As Trustee of the John J. Sherman Revocable Trust ⁽¹⁾
Common Units	07/24/2014		S		24,000 ⁽³⁾	D	$ 15.2498 ⁽⁴⁾ ⁽⁶⁾	18,203,270	I	As Trustee of the John J. Sherman Revocable Trust ⁽¹⁾
Common Units	07/22/2014		S		1,000 ⁽³⁾	D	$ 15.2288 ⁽⁴⁾ ⁽⁷⁾	583,997	I	As Trustee of the John J. Sherman 2005 GRAT I ⁽²⁾
Common Units	07/23/2014		S		1,000 ⁽³⁾	D	$ 15.2237 ⁽⁴⁾ ⁽⁵⁾	582,997	I	As Trustee of the John J. Sherman 2005 GRAT I ⁽²⁾
Common Units	07/24/2014		S		1,000 ⁽³⁾	D	$ 15.2498 ⁽⁴⁾ ⁽⁶⁾	581,997	I	As Trustee of the John J. Sherman 2005 GRAT I ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHERMAN JOHN J 700 LOUISIANA STREET SUITE 2060 HOUSTON, TX 77002	X

Signatures

/s/ Judy R. Riddle (attorney-in-fact) for John J. Sherman		07/24/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Mr. Sherman is the trustee of the John J. Sherman Revocable Trust. John Sherman is the sole beneficiary of this trust.
(2)	Mr. Sherman is a trustee of the John J. Sherman 2005 Grantor Retained Annuity Trust I.
(3)	These units were sold pursuant to the 10b5-1 Sales Plan dated December 12, 2013 adopted by John J. Sherman, individually and as Trustee of the John J. Sherman Revocable Trust dated May 4, 1994 and John J. Sherman and Mary N. Sherman, individually and as Trustees of the John J. Sherman 2005 Grantor Retained Annuity Trust I dated March 31, 2005 and The Commerce Trust Company.
(4)	Upon request, full information about the subject transaction will be provided to the SEC.
(5)	The prices for this transaction range from $15.16 to $15.30.
(6)	The prices for this transaction range from $15.17 to $15.28.
(7)	The prices for this transaction range from $15.16 to $15.32.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.