SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Spectra Energy Corp.

(Last) (First) (Middle)
5400 WESTHEIMER COURT

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Spectra Energy Partners, LP [ SEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 04/08/2016 A 9,056,136 A $45.96 229,131,442(1)(2)(3) I See footnotes(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Spectra Energy Corp.

(Last) (First) (Middle)
5400 WESTHEIMER COURT

(Street)
HOUSTON TX 77056

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
1. Name and Address of Reporting Person*
Spectra Energy Capital, LLC

(Last) (First) (Middle)
5400 WESTHEIMER COURT

(Street)
HOUSTON TX 77056

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Spectra Energy Transmission, LLC

(Last) (First) (Middle)
5400 WESTHEIMER COURT

(Street)
HOUSTON TX 77056

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Spectra Energy Southeast Pipeline Corp.

(Last) (First) (Middle)
5400 WESTHEIMER COURT

(Street)
HOUSTON TX 77056

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Spectra Energy Partners GP, LLC

(Last) (First) (Middle)
5400 WESTHEIMER COURT

(Street)
HOUSTON TX 77056

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Spectra Energy Partners (DE) GP, LP

(Last) (First) (Middle)
5400 WESTHEIMER COURT

(Street)
HOUSTON TX 77056

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On April 8, 2016, pursuant to the Common Purchase Unit Agreement, dated as of April 4, 2016, by and between the Issuer and Spectra Energy Corp ("Spectra Energy"), the Issuer agreed to issue and sell, and Spectra Energy agreed to purchase, through its wholly owned subsidiary, Spectra Energy Transmission, LLC ("SET"), 9,056,136 common units representing limited partnership interests in the Issuer, at a price per common unit of $45.96.
2. As of April 8, 2016, giving effect to the reported transaction, SET owns a 56.8% limited partner interest in the Issuer. Spectra Energy Capital, LLC ("Spectra Energy Capital") owns 100% of SET and Spectra Energy owns 100% of Spectra Energy Capital. Accordingly, Spectra Energy, Spectra Energy Capital, and SET may be deemed to beneficially own all of the reported securities.
3. As of April 8, 2016, Spectra Energy Partners (DE) GP, LP (the "General Partner") owns a 17.0% limited partner interest in the Issuer. Spectra Energy Partners GP, LLC ("SEP GP LLC") owns a 1% general partner interest in the General Partner, SET owns a 49.5% limited partner interest in the General Partner, and Spectra Energy Southeast Pipeline Corporation ("SE Southeast Pipeline") owns a 49.5% limited partner interest in the General Partner. SET owns 100% of each of SEP GP LLC and SE Southeast Pipeline, Spectra Energy Capital owns 100% of SET, and Spectra Energy owns 100% of Spectra Energy Capital. Accordingly, Spectra Energy, Spectra Energy Capital, SET, SE Southeast Pipeline, SEP GP LLC and the General Partner may be deemed to beneficially own some or all of the reported securities.
Remarks:
/s/ Annachiara Jones, Assistant Secretary for Spectra Energy Corp 04/12/2016
/s/ Annachiara Jones, Secretary for Spectra Energy Capital, LLC 04/12/2016
/s/ Annachiara Jones, Secretary for Spectra Energy Transmission, LLC 04/12/2016
/s/ Annachiara Jones, Secretary for Spectra Energy Southeast Pipeline Corporation 04/12/2016
/s/ Annachiara Jones, Assistant Secretary for Spectra Energy Partners GP, LLC 04/12/2016
/s/ Annachiara Jones, Assistant Secretary for Spectra Energy Partners GP, LLC, as general partner of Spectra Energy Partners (DE) GP, LP 04/12/2016
** Signature of Reporting Person Date
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