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OMB
APPROVAL
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OMB
Number: 3235-0145
Expires:
February
28, 2009
Estimated
average burden hours
hours
per response 10.4
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Regency
Energy Partners L.P.
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(Name
of Issuer)
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Common
Units representing Limited Partner Interests
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(Title
of Class of Securities)
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75885Y
10 7
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(CUSIP
Number)
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December
31, 2007
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(Date
of Event Which Requires Filing of this
Statement)
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CUSIP
No. 75885Y 10 7
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13G
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Page
2 of 8
Pages
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1.
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NAMES
OF REPORTING PERSONS.
SWANK
CAPITAL, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
3,008,673
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
3,008,673
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,008,673
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.43%
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12.
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TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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CUSIP
No. 75885Y 10 7
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13G
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Page 3
of 8
Pages
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1.
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NAMES
OF REPORTING PERSONS.
SWANK
ENERGY INCOME ADVISORS, LP
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|||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
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|||
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3.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
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|||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
3,008,673
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
3,008,673
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,008,673
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.43%
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|||
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12.
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TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
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CUSIP
No. 75885Y 10 7
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13G
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Page 4
of 8
Pages
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1.
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NAMES
OF REPORTING PERSONS.
JERRY
V. SWANK
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) o
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
CITIZEN
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
3,008,673
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
3,008,673
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,008,673
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions) o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.43%
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12.
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TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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CUSIP
No. 75885Y 10 7
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13G
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Page 5
of 8
Pages
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Item
1.
(a)
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Name
of Issuer:
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Regency
Energy Partners L.P. (the "Issuer")
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(b)
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Address
of Issuer's Principal Executive Offices:
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1700
Pacific, Suite 2900, Dallas, TX 75201
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Item
2
(a)
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Name
of Person Filing:
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Swank
Capital, LLC ("Swank Capital"), Swank Energy Income Advisors, LP
("Swank
Advisors") and Mr. Jerry V. Swank.
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(b)
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Address
of Principal Business Office or, if none, Residence:
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3300
Oak Lawn Avenue, Suite 650, Dallas, TX 75219
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(c)
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Citizenship:
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Swank
Capital is a limited liability company organized under the laws of
the
State of Texas. Swank Advisors is a limited partnership organized
under
the laws of the State of Texas. Mr. Swank is the principal of Swank
Capital and Swank Advisors, and is a U.S.
citizen.
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(d)
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Title
of Class of Securities:
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Common
Units representing Limited Partner Interests (the "Common
Units")
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(e)
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CUSIP
Number:
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75885Y
10 7
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b),
or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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(b)
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o Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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o Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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o Investment
company registered under Section 8 of the Investment Company Act
of 1940
(15
U.S.C. 80a-8)
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(e)
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o An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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o A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12
U.S.C. 1813);
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(i)
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o A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
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(j)
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o Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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CUSIP
No. 75885Y 10 7
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13G
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Page 6
of 8
Pages
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage
of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
Beneficially Owned:
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Swank
Capital, Swank Advisors and Mr. Swank may be deemed the beneficial
owners
of 3,008,673 Common Units.
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(b)
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Percent
of Class:
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Swank
Capital, Swank Advisors and Mr. Swank may be deemed the beneficial
owners
of 7.43% of the outstanding Common Units. This percentage is determined
by
dividing 3,008,673 by 40,512,113, the number of Common Units outstanding
as of November 7, 2007, as reported on the Form 10-Q filed November
8,
2007
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(c)
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Number
of shares as to which the person has:
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(i) Sole
power to vote or to direct the vote:
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(ii) Shared
power to vote or to direct the vote:
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(iii) Sole
power to dispose or to direct the disposition of:
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(iv) Shared
power to dispose or to direct the disposition of:
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Swank
Advisors has voting and dispositive powers for 3,008,673 Common Units.
Swank Capital, as general partner, may direct the voting or disposition
of
the 3,008,673 Common Units held by Swank Advisors. As the principal
of
Swank Capital, Mr. Swank may direct the voting or disposition of
the
3,008,673 Common Units held by Swank Capital and Swank
Advisors.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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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 o.
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CUSIP
No. 75885Y 10 7
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13G
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Page 7
of 8
Pages
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company.
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N/A
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Item
8.
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Identification
and Classification of Members of the Group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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N/A
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief,
the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the
purpose
of or with the effect of changing or influencing the control of the
issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
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Exhibits
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Exhibit
1
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Joint
Filing Agreement, dated February 14, 2008, among Swank Capital, Swank
Advisors and Mr. Swank.
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CUSIP
No. 75885Y 10 7
|
13G
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Page 8
of 8
Pages
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SWANK
CAPITAL, LLC
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/s/
Jerry V. Swank
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By:
Jerry V. Swank
Managing
Member
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SWANK
ENERGY INCOME ADVISORS, LP
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By:
Swank Capital, LLC, its general partner
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/s/
Jerry V. Swank
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By:
Jerry V. Swank
Managing
Member
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/s/
Jerry V. Swank
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Jerry
V. Swank
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