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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/08/2008 |
3. Issuer Name and Ticker or Trading Symbol
Duncan Energy Partners L.P. [ DEP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Units Representing Limited Partnership Interests | 5,393,100 | I(1)(2)(4) | By EPO |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: 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 | ||||
Class B Units Representing Limited Partnership Interests | (3) | (3) | Common Units | 37,333,887 | (3) | I(1)(2)(4) | By GTM(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. EPE Holdings, LLC ("EPE GP") is the general partner of Enterprise GP Holdings L.P. ("EPE"). EPE owns 100% of the member interests in Enterprise Products GP, LLC ("EPD GP"). EPD GP is the general partner of Enterprise Products Partners L.P. ("EPD"). EPD owns 100% of the outstanding shares of Enterprise Products OLPGP, Inc. ("OLPGP") and 99.999% of the membership interests of Enterprise Products Operating LLC ("EPO"). OLPGP owns a .001% membership interest in EPO and is EPO's sole manager. EPO owns 100% of the membership interests of Enterprise Products GTM, LLC ("GTMLLC") and a 99% limited partner interest in Enterprise GTM Holdings L.P. ("GTM"). GTMLLC owns 100% of the membership interests in Enterprise GTMGP, LLC ("GTMGP"). GTMGP owns a 1% general partner interest in GTM. [Continued in footnote 2] |
2. [Continued from footnote 1] As a result of GTM's acquisition of Class B units described in Table II hereof, GTM is, and GTMGP, GTMLLC, OLPGP, EPD GP, EPE and EPE GP are now deemed to be, greater than 10% holders of DEP units. Each of the reporting persons disclaims beneficial ownership of the common units included on this Form 3 other than to the extent of its pecuniary interest. |
3. The Class B Units will convert to DEP common units on February 1, 2009 on a one-for-one basis. |
4. On December 8, 2008, GTM contributed certain assets to the Issuer in exchange for 37,333,887 Class B Common Units representing limited partnership interest in the Issuer (the "Class B Units") and $280 million in cash. On December 8, 2008, EPO acquired 41,529 common units from the Issuer at a price of $12.04 per unit. EPO previously acquired a net 5,351,571 common units from the Issuer in connection with the Issuer's initial public offering priced on January 30, 2007. EPD has previously reported its indirect beneficial interest. |
5. The power of attorney under which this form was signed is attached as Exhibit 24. |
Remarks: |
William L. Soula, Assistant Secretary of EPE GP, EPD GP, OLPGP, and GTMGP; also Attorney-in-Fact on behalf of GTMLLC | 12/18/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |