-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A6Rh7lyY6TZmNAyu4R5PgLd8b9Mq5WhZdNiPgHdiUGgSQ7cfp5HAez9CyQ+0E4gP FvOUjlu3CLtVexOQEagy4A== 0000806085-08-000044.txt : 20080219 0000806085-08-000044.hdr.sgml : 20080218 20080219172111 ACCESSION NUMBER: 0000806085-08-000044 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080219 DATE AS OF CHANGE: 20080219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Copano Energy, L.L.C. CENTRAL INDEX KEY: 0001297067 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 270065678 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80167 FILM NUMBER: 08627434 BUSINESS ADDRESS: STREET 1: 2727 ALLEN PARKWAY, SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 713-621-9547 MAIL ADDRESS: STREET 1: 2727 ALLEN PARKWAY, SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77019 FORMER COMPANY: FORMER CONFORMED NAME: Copano Energy Holdings, L.L.C. DATE OF NAME CHANGE: 20040713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13G 1 f08-02_1913gcopano.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

Copano Energy, L.L.C.

(Name of Issuer)

Common Units, representing Limited Liability Company Interests

(Title of Class of Securities)

217202100

(CUSIP Number)

February 7, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.			217202100

1) Name of Reporting Person			Lehman Brothers Holdings Inc.

S.S. or I.R.S. Identification No. of Above Person			13-3216325

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			2,860,771⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			2,860,771 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				2,860,771 ⁽¹⁾

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

11) Percent of Class Represented by Amount in Row 9				6.0%⁽²⁾

12) Type of Reporting Person				HC/CO

⁽¹⁾ Includes 2,300,000 Common Units issuable upon the exercise of call options. Excludes 2,360,718 Class E Units which are not currently convertible into Common Units nor will be within 60 days.

⁽²⁾ Based on 47,609,579 common units outstanding as of January 25, 2008, as reported in the proxy statement filed by the Issuer on February 4, 2008.

CUSIP No.			217202100

1) Name of Reporting Person			Lehman Brothers Inc.

S.S. or I.R.S. Identification No. of Above Person			13-2518466

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			350,771⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			350,771 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				350,771 ⁽¹⁾

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

11) Percent of Class Represented by Amount in Row 9				0.7%⁽²⁾

12) Type of Reporting Person				BD/CO

⁽¹⁾ Excludes 1,022,978 Class E Units which are not currently convertible into Common Units nor will be within 60 days.

⁽²⁾ Based on 47,609,579 common units outstanding as of January 25, 2008, as reported in the proxy statement filed by the Issuer on February 4, 2008.

CUSIP No.			217202100

1) Name of Reporting Person			LB I Group Inc.

S.S. or I.R.S. Identification No. of Above Person			13-2741778

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			198,600⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			198,600 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				198,600 ⁽¹⁾

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

11) Percent of Class Represented by Amount in Row 9				0.4%⁽²⁾

12) Type of Reporting Person				CO

⁽¹⁾ Excludes 1,022,978 Class E Units which are not currently convertible into Common Units nor will be within 60 days.

⁽²⁾ Based on 47,609,579 common units outstanding as of January 25, 2008, as reported in the proxy statement filed by the Issuer on February 4, 2008.

CUSIP No.			217202100

1) Name of Reporting Person			Lehman Brothers MLP Opportunity Associates LLC

S.S. or I.R.S. Identification No. of Above Person			20-8727524

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			2,510,000⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			2,510,000⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				2,510,000⁽¹⁾

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

11) Percent of Class Represented by Amount in Row 9				5.3%⁽²⁾

12) Type of Reporting Person				OO

⁽¹⁾ Includes 2,300,000 Common Units issuable upon the exercise of call options. Excludes 1,337,740 Class E Units which are not currently convertible into Common Units nor will be within 60 days.

⁽²⁾ Based on 47,609,579 common units outstanding as of January 25, 2008, as reported in the proxy statement filed by the Issuer on February 4, 2008.

CUSIP No.			217202100

1) Name of Reporting Person			Lehman Brothers MLP Opportunity Associates LP

S.S. or I.R.S. Identification No. of Above Person			20-8727697

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			2,510,000⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			2,510,000⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				2,510,000⁽¹⁾

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

11) Percent of Class Represented by Amount in Row 9				5.3%⁽²⁾

12) Type of Reporting Person				PN

⁽¹⁾ Includes 2,300,000 Common Units issuable upon the exercise of call options. Excludes 1,337,740 Class E Units which are not currently convertible into Common Units nor will be within 60 days.

⁽²⁾ Based on 47,609,579 common units outstanding as of January 25, 2008, as reported in the proxy statement filed by the Issuer on February 4, 2008.

CUSIP No.			217202100

1) Name of Reporting Person			Lehman Brothers MLP Opportunity Fund LP

S.S. or I.R.S. Identification No. of Above Person			20-8727922

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			2,510,000⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			2,510,000⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				2,510,000⁽¹⁾

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

11) Percent of Class Represented by Amount in Row 9				5.3%⁽²⁾

12) Type of Reporting Person				PN

⁽¹⁾ Includes 2,300,000 Common Units issuable upon the exercise of call options. Excludes 1,337,740 Class E Units which are not currently convertible into Common Units nor will be within 60 days.

⁽²⁾ Based on 47,609,579 common units outstanding as of January 25, 2008, as reported in the proxy statement filed by the Issuer on February 4, 2008.

CUSIP No.			217202100

1) Name of Reporting Person			Lehman Brothers MLP Associates, L.P.

S.S. or I.R.S. Identification No. of Above Person			20-4916814

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			198,600⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			198,600⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				198,600⁽¹⁾

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

11) Percent of Class Represented by Amount in Row 9				0.4%⁽²⁾

12) Type of Reporting Person				PN

⁽¹⁾ Excludes 1,022,978 Class E Units which are not currently convertible into Common Units nor will be within 60 days.

⁽²⁾ Based on 47,609,579 common units outstanding as of January 25, 2008, as reported in the proxy statement filed by the Issuer on February 4, 2008.

CUSIP No.			217202100

1) Name of Reporting Person			Lehman Brothers MLP Partners, LP

S.S. or I.R.S. Identification No. of Above Person			20-4916839

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			198,600⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			198,600⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				198,600⁽¹⁾

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

11) Percent of Class Represented by Amount in Row 9				0.4%⁽²⁾

12) Type of Reporting Person				PN

⁽¹⁾ Excludes 1,022,978 Class E Units which are not currently convertible into Common Units nor will be within 60 days.

⁽²⁾ Based on 47,609,579 common units outstanding as of January 25, 2008, as reported in the proxy statement filed by the Issuer on February 4, 2008.

Item 1(a).	Name of Issuer:

	Copano Energy, L.L.C.

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	2727 Allen Parkway, Suite 1200
	Houston, TX 77019


Item 2(a).	Name of Person(s) Filing:

	Lehman Brothers Holdings Inc.
	Lehman Brothers Inc.
	LB I Group Inc.
	Lehman Brothers MLP Opportunity Associates LLC
	Lehman Brothers MLP Opportunity Associates LP
	Lehman Brothers MLP Opportunity Fund LP
	Lehman Brothers MLP Associates, L.P.
	Lehman Brothers MLP Partners, LP

Item 2(b).	Address of Principal Business Office:

	Lehman Brothers Holdings Inc.
	745 Seventh Avenue
	New York, New York 10019

	Lehman Brothers Inc.
	745 Seventh Avenue
	New York, New York 10019

	LB I Group Inc.
	399 Park Avenue
	New York, New York 10022

	Lehman Brothers MLP Opportunity Associates LLC
	399 Park Avenue
	New York, New York 10022

	Lehman Brothers MLP Opportunity Associates LP
	399 Park Avenue
	New York, New York 10022

	Lehman Brothers MLP Opportunity Fund LP
	399 Park Avenue
	New York, New York 10022

	Lehman Brothers MLP Associates, L.P.
	399 Park Avenue
	New York, New York 10022

	Lehman Brothers MLP Partners, LP
	399 Park Avenue
	New York, New York 10022

Item 2(c).	Citizenship or Place of Organization:

	Lehman Brothers Holdings Inc. (“Holdings”) is a corporation organized under the laws of the State of Delaware.

	Lehman Brothers Inc. (“LBI”) is a corporation organized under the laws of the State of Delaware.

	LB I Group Inc. (“LB I Group”) is a corporation organized under the laws of the State of Delaware.

	Lehman Brothers MLP Opportunity Associates LLC (“MLP Opport. Assoc LLC”) is a limited liability company formed under the laws of the State of Delaware.

	Lehman Brothers MLP Opportunity Associates LP (“MLP Opport. Assoc LP”) is a limited partnership formed under the laws of the State of Delaware.

	Lehman Brothers MLP Opportunity Fund LP (“MLP Opport. Fund”) is a limited partnership formed under the laws of the State of Delaware.

	Lehman Brothers MLP Associates, L.P. (“MLP Assoc LP”) is a limited partnership formed under the laws of the State of Delaware.

	Lehman Brothers MLP Partners, LP (“MLP Partners”) is a limited partnership formed under the laws of the State of Delaware.

Item 2(d).	Title of Class of Securities:

	Common Units

Item 2(e).	CUSIP Number:

	217202100

Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

	(a) o A broker or dealer under Section 15 of the 1934 Act
	(b) o A bank as defined in Section 3(a)(6) of the 1934 Act
	(c) o An insurance company as defined in Section 3(a) (19) of the 1934 Act
	(d) o An investment company registered under Section 8 of the Investment Company Act of 1940
	(e) o An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)
	(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
	(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
	(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
	(i) o A church plan that is excluded from the definition of investment Company under Section 3(c)(14) of the Investment Company Act of 1940
	(j) o A group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Item 4.

Ownership

(a)	Amount Beneficially Owned:

	See Item 9 of cover pages.

(b)	Percent of Class:

	See Item 11 of cover pages.

(c)	Number of shares as to which the person has:

	(i) sole power to vote or to direct the vote
	(ii) shared power to vote or to direct the vote
	(iii) sole power to dispose or to direct the disposition
	(iv) shared power to dispose or to direct the disposition

See Items 5-8 of cover pages.

Item 5.

Ownership of Five Percent or Less of a Class

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.

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

LBI is the actual owner of 152,171 Common Units reported herein. LBI, a broker-dealer registered under Section 15 of the Act, is a wholly-owned subsidiary of Holdings.

Under the rules and regulations of the Securities and Exchange Commission, Holdings may be deemed to be the beneficial owner of the Common Units owned by LBI.

MLP Opport. Fund is the actual owner of 2,510,000 Common Units (including the Common Units underlying the call options) and 1,337,740 Class E Common Units reported herein. MLP Opport. Assoc LP is the general partner of MLP Opport. Fund. MLP Opport. Assoc LLC is the general partner of MLP Opport. Assoc LP and is wholly-owned by Holdings.

Under the rules and regulations of the Securities and Exchange Commission, MLP Opport. Assoc LP, MLP Opport. Assoc LLC and Holdings may be deemed to be the beneficial owners of the Common Units and Class E Common Units owned by MLP Opport. Fund.

MLP Partners is the actual owner of 198,600 Common Units and 1,022,978 Class E Common Units reported herein. MLP Assoc LP is the general partner of MLP Partners. LB I Group is the general partner of MLP Assoc LP and is wholly-owned by LBI which is wholly-owned by Holdings.

Under the rules and regulations of the Securities and Exchange Commission, MLP Assoc LP, LB I Group, LBI and Holdings may be deemed to be the beneficial owners of the Common Units and Class E Common Units owned by MLP Partners.

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

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.

By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above 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.

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: February 19, 2008

LEHMAN BROTHERS HOLDINGS INC.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Vice President

LEHMAN BROTHERS INC.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Senior Vice President


LB I GROUP INC.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES LLC

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES LP

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP OPPORTUNITY FUND LP

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP ASSOCIATES, L.P.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP PARTNERS LP

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

EXHIBIT A - JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

Dated: February 19, 2008

LEHMAN BROTHERS HOLDINGS INC.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Vice President

LEHMAN BROTHERS INC.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Senior Vice President


LB I GROUP INC.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES LLC

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES LP

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP OPPORTUNITY FUND LP

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP ASSOCIATES, L.P. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Authorized Signatory LEHMAN BROTHERS MLP PARTNERS LP By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Authorized Signatory

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