EPE EP Energy Corp. Class A

CUSIP No. 268785102

1

Name of Reporting Person:
Riverstone V Everest Holdings, L.P.

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
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
19,942,040

7

Sole Dispositive Power
0

8

Shared Dispositive Power
19,942,040

9

Aggregate Amount Beneficially Owned by Each Reporting Person
19,942,040

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
7.8%(1)

12

Type of Reporting Person
PN

CUSIP No. 268785102

1

Name of Reporting Person:
Riverstone Energy Partners V, L.P.

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
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
31,276,726

7

Sole Dispositive Power
0

8

Shared Dispositive Power
31,276,726

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

12

Type of Reporting Person
PN

CUSIP No. 268785102

1

Name of Reporting Person:
Riverstone Energy GP V, LLC

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
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
31,276,726

7

Sole Dispositive Power
0

8

Shared Dispositive Power
31,276,726

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

12

Type of Reporting Person
OO

CUSIP No. 268785102

1

Name of Reporting Person:
Riverstone Management Group, L.L.C.

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
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
31,276,726

7

Sole Dispositive Power
0

8

Shared Dispositive Power
31,276,726

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

12

Type of Reporting Person
OO

CUSIP No. 268785102

1

Name of Reporting Person:
Riverstone Energy GP V Corp.

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
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
31,276,726

7

Sole Dispositive Power
0

8

Shared Dispositive Power
31,276,726

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

12

Type of Reporting Person
CO

CUSIP No. 268785102

1

Name of Reporting Person:
Riverstone Holdings LLC

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
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
31,276,726

7

Sole Dispositive Power
0

8

Shared Dispositive Power
31,276,726

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

12

Type of Reporting Person
OO

CUSIP No. 268785102

1

Name of Reporting Person:
Riverstone/Gower Mgmt Co Holdings, L.L.C.

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
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
31,276,726

7

Sole Dispositive Power
0

8

Shared Dispositive Power
31,276,726

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

12

Type of Reporting Person
OO

CUSIP No. 268785102

1

Name of Reporting Person:
David M. Leuschen

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
USA

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
31,276,726

7

Sole Dispositive Power
0

8

Shared Dispositive Power
31,276,726

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares    o

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

12

Type of Reporting Person
IN

CUSIP No. 268785102

1

Name of Reporting Person:
Pierre F. Lapeyre, Jr.

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
USA

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
31,276,726

7

Sole Dispositive Power
0

8

Shared Dispositive Power
31,276,726

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

12

Type of Reporting Person
IN

Item 1(a).

Name of Issuer:
EP Energy Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices:
1001 Louisiana Street

Houston, Texas 77002

Item 2(a).

Names of Persons Filing:
Riverstone V Everest Holdings, L.P.

Riverstone Energy Partners V, L.P.

Riverstone Energy GP V, LLC

Riverstone Management Group, L.L.C.

Riverstone Energy GP V Corp.

Riverstone Holdings LLC

Riverstone/Gower Mgmt Co Holdings, L.L.C.

David M. Leuschen

Pierre F. Lapeyre, Jr.

Item 2(b).

Address or Principal Business Office or, if none, Residence:
The principal business office for each of Riverstone V Everest Holdings, L.P., Riverstone Energy Partners V, L.P., Riverstone Energy GP V, LLC, Riverstone Management Group, L.L.C., Riverstone Energy GP V Corp., Riverstone Holdings LLC, Riverstone/Gower Mgmt Co Holdings, L.L.C., David M. Leuschen and Pierre F. Lapeyre, Jr. is:

712 Fifth Avenue, 36th Floor

New York, NY 10019

Item 2(c).

Citizenship:
Each of Riverstone V Everest Holdings, L.P. and Riverstone Energy Partners V, L.P. is a Delaware limited partnership.

Each of Riverstone Energy GP V, LLC, Riverstone Management Group, L.L.C., Riverstone Holdings LLC and Riverstone/Gower Mgmt Co Holdings, L.L.C. is a Delaware limited liability company.

Riverstone Energy GP V Corp. is a Delaware corporation.

Each of David M. Leuschen and Pierre F. Lapeyre, Jr is an individual in the USA.

Item 2(d).

Title of Class of Securities:
Class A Common Stock, par value $0.01

Item 2(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:

The percent of class provided for each reporting person below is based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

1.

Riverstone V Everest Holdings, L.P.

a.

Amount beneficially owned: 

19,942,040

b.

Percent of class: 

7.8%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote: 

0

ii.

Shared power to vote or to direct the vote: 

19,942,040

iii.

Sole power to dispose or to direct the disposition of: 

0

iv.

Shared power to dispose or to direct the disposition of: 

19,942,040

2.

Riverstone Energy Partners V, L.P.

a.

Amount beneficially owned: 

31,276,726

b.

Percent of class: 

12.3%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote: 

0

ii.

Shared power to vote or to direct the vote: 

31,276,726

iii.

Sole power to dispose or to direct the disposition of: 

0

iv.

shared power to dispose or to direct the disposition of: 

31,276,726

3.

Riverstone Energy GP V, LLC

a.

Amount beneficially owned: 

31,276,726

b.

Percent of class: 

12.3%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote: 

0

ii.

Shared power to vote or to direct the vote: 

31,276,726

iii.

Sole power to dispose or to direct the disposition of: 

0

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

4.

Riverstone Management Group, L.L.C.

a.

Amount beneficially owned: 

31,276,726

b.

Percent of class: 

12.3%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote: 

0

ii.

Shared power to vote or to direct the vote: 

31,276,726

iii.

Sole power to dispose or to direct the disposition of: 

0

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

5.

Riverstone Energy GP V Corp.

a.

Amount beneficially owned: 

31,276,726

b.

Percent of class: 

12.3%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote: 

0

ii.

Shared power to vote or to direct the vote: 

31,276,726

iii.

Sole power to dispose or to direct the disposition of: 

0

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

6.

Riverstone Holdings LLC

a.

Amount beneficially owned: 

31,276,726

b.

Percent of class: 

12.3%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote: 

0

ii.

Shared power to vote or to direct the vote: 

31,276,726

iii.

Sole power to dispose or to direct the disposition of: 

0

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

7.

Riverstone/Gower Mgmt Co Holdings, L.L.C.

a.

Amount beneficially owned: 

31,276,726

b.

Percent of class: 

12.3%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote: 

0

ii.

Shared power to vote or to direct the vote: 

31,276,726

iii.

Sole power to dispose or to direct the disposition of: 

0

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

8.

David M. Leuschen

a.

Amount beneficially owned: 

31,276,726

b.

Percent of class: 

12.3%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote: 

0

ii.

Shared power to vote or to direct the vote: 

31,276,726

iii.

Sole power to dispose or to direct the disposition of: 

0

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

9.

Pierre F. Lapeyre, Jr.

a.

Amount beneficially owned: 

31,276,726

b.

Percent of class: 

12.3%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote: 

0

ii.

Shared power to vote or to direct the vote: 

31,276,726

iii.

Sole power to dispose or to direct the disposition of: 

0

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

The reporting persons beneficially own shares of Class A common stock of EP Energy Corporation. Riverstone V Everest Holdings, L.P. is the record holder of 19,942,040 shares of Class A common stock. Riverstone Energy Partners V, L.P. is the general partner of Riverstone V Everest Holdings, L.P. Riverstone Energy GP V, LLC is the general partner of Riverstone Energy Partners V, L.P. Riverstone Energy GP V, LLC is managed by an eight person managing committee.

Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Management Group, L.L.C., which is the managing member of Riverstone/Gower Mgmt Co Holdings, L.L.C., which is the sole member of Riverstone Holdings LLC. Riverstone Holdings LLC is the sole shareholder of  Riverstone Energy GP V Corp., which is the managing member of Riverstone Energy GP V, LLC.

The reporting persons other than Riverstone V Everest Holdings, L.P. may be deemed to share beneficial ownership of the shares of Class A common stock owned of record by Riverstone V Everest Holdings, L.P.

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

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 or Control Person:

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.

Certifications:

Not applicable.

Dated: February 13, 2018

RIVERSTONE V EVEREST HOLDINGS, L.P.

By Riverstone Energy Partners V, L.P., its general partner

By Riverstone Energy GP V, LLC, its general partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

RIVERSTONE ENERGY PARTNERS V, L.P.

By Riverstone Energy GP V, LLC, its general partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

RIVERSTONE ENERGY GP V, LLC

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

RIVERSTONE MANAGEMENT GROUP, L.L.C.

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

RIVERSTONE ENERGY GP V CORP.

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

RIVERSTONE HOLDINGS LLC

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

RIVERSTONE/GOWER MGMT CO HOLDINGS, L.L.C.

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

DAVID M. LEUSCHEN

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker, attorney-in-fact

PIERRE F. LAPEYRE, JR.

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker, attorney-in-fact

Exhibit No.

Description

99.1

Joint Filing Agreement