Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  AI Energy Holding LLC
2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2014
3. Issuer Name and Ticker or Trading Symbol
EP Energy Corp [EPE]
(Last)
(First)
(Middle)
C/O ACCESS INDUSTRIES, INC., 730 FIFTH AVENUE, 20TH FL
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Affiliate of 10% Owner
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10019
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 3,556,387
D (1)
 
Class A Common Stock 109,991
D (2)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AI Energy Holding LLC
C/O ACCESS INDUSTRIES, INC.
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY 10019
      Affiliate of 10% Owner
AI Value Holdings, LLC
C/O ACCESS INDUSTRIES, INC.
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY 10019
      Affiliate of 10% Owner
ALTEP 2014 L.P.
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY 10019
      Affiliate of 10% Owner
ACCESS INDUSTRIES INC
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY 10019
      Affiliate of 10% Owner

Signatures

Alejandro Moreno for AI Energy Holding LLC 01/23/2014
**Signature of Reporting Person Date

Alejandro Moreno for AI Value Holdings, LLC 01/23/2014
**Signature of Reporting Person Date

Alejandro Moreno for Altep 2014 L.P. 01/23/2014
**Signature of Reporting Person Date

Alejandro Moreno for Access Industries, Inc. 01/23/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The securities reported are held directly by AI Energy Holding LLC ("AIEH"). AI Value Holdings, LLC may be deemed to beneficially own the shares of common stock held directly by AIEH because AI Value Holdings, LLC is the sole member of AIEH. The reporting persons (other than AIEH) disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities for purposes of Section 16 or any other purpose.
(2) The securities reported are held directly by Altep 2014 L.P. ("Altep 2014"). Access Industries, Inc. may be deemed to beneficially own the shares of common stock held directly by Altep 2014 because it is the general partner of Altep 2014. The reporting persons (other than Altep 2014) disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities for purposes of Section 16 or any other purpose.

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