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*
DUNCAN DAN L

(Last) (First) (Middle)
2727 North Loop West

(Street)
Houston TX 77008

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE PRODUCTS PARTNERS L P [ EPD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2003
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 Partnership Interests 111,400,570 I(1) BY EPDH(2)
Common Units Representing Limited Partnership Interests 2,278,200 I(3) By 1998 Trust
Common Units Representing Limited Partnership Interests 427,200 I(3) By 1999 Trust
Common Units Representing Limited Partnership Interests 200,036 I(3) By 2000 Trust
Common Units Representing Limited Partnership Interests 111,600 D
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
Employee Unit Options #98-91 - Obligation to Sell $22.88 12/01/2003 A 25,000 11/30/2006 11/30/2013 Common Units 25,000 $0 1,963,000(4)(5)(6) I By EPCO
1. Name and Address of Reporting Person*
DUNCAN DAN L

(Last) (First) (Middle)
2727 North Loop West

(Street)
Houston TX 77008

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
1. Name and Address of Reporting Person*
ENTERPRISE PRODUCTS CO

(Last) (First) (Middle)
2727 North Loop West

(Street)
Houston TX 77008

(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*
EPC PARTNERS II INC

(Last) (First) (Middle)
300 Delaware Avenue, Suite 900

(Street)
Wilmington DE 19801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Ent Prod Delaware General
1. Name and Address of Reporting Person*
ENTERPRISE PRODUCTS DELAWARE GENERAL LLC

(Last) (First) (Middle)
300 Delaware Avenue, 12th Floor

(Street)
Wilmington DE 19801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Ent Prod Delaware Holdings
1. Name and Address of Reporting Person*
ENTERPRISE PRODUCTS DELAWARE HOLDINGS L P

(Last) (First) (Middle)
300 DELAWARE AVE., 12TH FLOOR

(Street)
WILMINGTON DE 19801

(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. These Common Units are owned by Enterprise Products Delaware Holdings L.P. ("EPDH"), an indirect, wholly-owned subsidiary of Enterprise Products Company ("EPCO"). Dan L. Duncan owns 50.427% of the voting stock of EPCO.
2. EPDH is an indirect, wholly-owned subsidiary of of EPC Partners II, Inc. ("EPCPII"), whch is a direct, wholly-owned subsidiary of EPCO. The general partner of EPDH, Enterprise Products Delaware General, LLC, and the sole limited partner of EPDH, Enterprise Products Delaware Limited, LLC, are both wholly-owned subsidiaries of EPCPII.
3. EPCO is the grantor of the Duncan Family 1998 Trust, formerly the Enerprise Products 1998 Unit Option Plan Trust (the "1998 Trust"); Enterprise Products Operating L.P., a wholly-owned subsidiary of the issuer, is the grantor of the EPOLP 1999 Grantor Trust (the "1999 Trust"); and EPCO is the grantor of the Duncan Family 2000 Trust, formerly the Enterprise Products 2000 Rabbi Trust (the "2000 Trust"). These three trusts were established to acquire and hold Common Units of the issuer.
4. These options are issued under the Enterprise Products 1998 Employee Unit Option Plan and are exercisable for Common Units on a one-for-one basis at prices ranging from $7.75 per unit to $24.725 per unit.
5. Options have exercise dates ranging from April 16, 2002, through November 30, 2006.
6. Options have expiration dates ranging from September 30, 2009. through November 30, 2013.
Remarks:
John E. Smith, Attorney-in-Fact, on behalf of Dan L. Duncan, EPC Partners II, Inc., Enterprise Products Delaware Holdings L.P., and Enterprise Products Delaware General, LLC, and Assistant Secretary on behalf of Enterprise Products Company 12/03/2003
** 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 4 (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).
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