0001209191-16-102024.txt : 20160224 0001209191-16-102024.hdr.sgml : 20160224 20160224174519 ACCESSION NUMBER: 0001209191-16-102024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160222 FILED AS OF DATE: 20160224 DATE AS OF CHANGE: 20160224 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERPRISE PRODUCTS PARTNERS L P CENTRAL INDEX KEY: 0001061219 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 760568219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133816500 MAIL ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EPCO Holdings, Inc. CENTRAL INDEX KEY: 0001338290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14323 FILM NUMBER: 161453188 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713)381-6500 MAIL ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Enterprise Products Co CENTRAL INDEX KEY: 0001206715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14323 FILM NUMBER: 161453189 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713)281-6500 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: EPCO, Inc. DATE OF NAME CHANGE: 20050420 FORMER NAME: FORMER CONFORMED NAME: ENTERPRISE PRODUCTS CO DATE OF NAME CHANGE: 20021121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WILLIAMS RANDA DUNCAN CENTRAL INDEX KEY: 0001246514 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14323 FILM NUMBER: 161453190 MAIL ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-02-22 0 0001061219 ENTERPRISE PRODUCTS PARTNERS L P EPD 0001246514 WILLIAMS RANDA DUNCAN 1100 LOUISIANA STREET SUITE 1000 HOUSTON TX 77002 1 0 1 0 0001206715 Enterprise Products Co 1100 LOUISIANA STREET SUITE 1000 HOUSTON TX 77002 0 0 1 0 0001338290 EPCO Holdings, Inc. 1100 LOUISIANA STREET SUITE 1000 HOUSTON TX 77002 0 0 1 0 Common Units Representing Limited Partnership Interests 2016-02-22 4 J 0 2723052 23.41 D 551954413 I By EPCO Holdings Common Units Representing Limited Partnership Interests 2016-02-22 4 J 0 2723052 23.41 A 2723052 I By EPD PubCo I Common Units Representing Limited Partnership Interests 2016-02-22 4 J 0 2834198 23.41 D 549120215 I By EPCO Holdings Common Units Representing Limited Partnership Interests 2016-02-22 4 J 0 2834198 23.41 A 2834198 I By EPD PubCo II Common Units Representing Limited Partnership Interests 2016-02-22 4 J 0 1111438 23.41 D 548008777 I By EPCO Holdings Common Units Representing Limited Partnership Interests 2016-02-22 4 J 0 1111438 23.41 A 1111438 I By EPD PrivCo I Common Units Representing Limited Partnership Interests 33708091 I By EPCO Investments Common Units Representing Limited Partnership Interests 1046612 I By EPCO Common Units Representing Limited Partnership Interests 41762 I By DDLLC Common Units Representing Limited Partnership Interests 81688412 I By DFI GP Holdings Common Units Representing Limited Partnership Interests 3388831 I By RDW Family Trust Common Units Representing Limited Partnership Interests 3388831 I By DDA Family Trust Common Units Representing Limited Partnership Interests 3388831 I By MDF Family Trust Common Units Representing Limited Partnership Interests 3388831 I By SDD Family Trust Common Units Representing Limited Partnership Interests 326000 I By A&W Ltd. Common Units Representing Limited Partnership Interests 9090 I By spouse Common Units Representing Limited Partnership Interests 4040 I Jointly with spouse Class B limited partner interests in EPD PubCo I 2016-02-22 4 J 0 0 D Common Units 2723052 0 I By EPD PubCo I Class B limited partner interests in EPD PubCo II 2016-02-22 4 J 0 0 D Common Units 2834198 0 I By EPD PubCo II Class B limited partner interests in EPD PrivCo I 2016-02-22 4 J 0 0 D Common Units 1111438 0 I By EPD PrivCo I Disposition and acquisition by way of capital contribution of common units representing limited partner interests in the issuer ("Common Units") by EPCO Holdings, Inc. ("EPCO Holdings") to EPD PubCo Unit I L.P., a Delaware limited partnership ("EPD PubCo I"), in exchange for the Class A limited partner interest in EPD PubCo I. These Common Units are owned directly by EPCO Holdings, a direct wholly owned subsidiary of EPCO. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO Holdings, except to the extent of her pecuniary interest therein. Includes Common Units acquired in the issuer's distribution reinvestment plan. These Common Units are owned directly by EPD PubCo I, a Delaware limited partnership established for the benefit of certain Enterprise Products Company ("EPCO") employees who are its Class B limited partners. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of EPD PubCo I. The Common Units are beneficially owned by EPCO and EPCO Holdings to the extent of the interest of EPCO Holdings in these securities as a Class A limited partner in EPD PubCo I. The Class A limited partner interest generally entitles the holder to a preferred return of $63,746,647.32 (the fair market value (as defined) of the Common Units calculated as of February 22, 2016) multiplied by 6.6638% divided by 365 or 366 days, as the case may be during such calendar year, from February 22, 2016. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein. Within 30 days after February 22, 2020 (or an earlier vesting date), EPD PubCo I will be liquidated and expects to distribute to the Class A limited partner a total number of Common Units having a fair market value equal to $63,746,647.32 (the fair market value (as defined) of the Common Units calculated as of February 22, 2016), plus any accrued and unpaid Class A preferred return. Any remaining Common Units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPD PubCo I. The Class B limited partner interests are subject to forfeiture. Disposition and acquisition by way of capital contribution of Common Units by EPCO Holdings to EPD PubCo Unit II L.P., a Delaware limited partnership ("EPD PubCo II"), in exchange for the Class A limited partner interest in EPD PubCo II. These Common Units are owned directly by EPD PubCo II, a Delaware limited partnership established for the benefit of certain EPCO employees who are its Class B limited partners. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of EPD PubCo II. The Common Units are beneficially owned by EPCO and EPCO Holdings to the extent of the interest of EPCO Holdings in these securities as a Class A limited partner in EPD PubCo II. The Class A limited partner interest generally entitles the holder to a preferred return of $66,348,575.18 (the fair market value (as defined) of the Common Units calculated as of February 22, 2016) multiplied by 6.6638% divided by 365 or 366 days, as the case may be during such calendar year, from February 22, 2016. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein. Within 30 days after February 22, 2021 (or an earlier vesting date), EPD PubCo II will be liquidated and expects to distribute to the Class A limited partner a total number of Common Units having a fair market value equal to $66,348,575.18 (the fair market value (as defined) of the Common Units calculated as of February 22, 2016), plus any accrued and unpaid Class A preferred return. Any remaining Common Units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPD PubCo II. The Class B limited partner interests are subject to forfeiture. Disposition and acquisition by way of capital contribution of Common Units by EPCO Holdings to EPD PrivCo Unit I L.P., a Delaware limited partnership ("EPD PrivCo I"), in exchange for the Class A limited partner interest in EPD PrivCo I. These Common Units are owned directly by EPD PrivCo I, a Delaware limited partnership established for the benefit of certain EPCO employees who are its Class B limited partners. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of EPD PrivCo I. The Common Units are beneficially owned by EPCO and EPCO Holdings to the extent of the interest of EPCO Holdings in these securities as a Class A limited partner in EPD PrivCo I. The Class A limited partner interest generally entitles the holder to a preferred return of $26,018,763.58 (the fair market value (as defined) of the Common Units calculated as of February 22, 2016) multiplied by 6.6638% divided by 365 or 366 days, as the case may be during such calendar year, from February 22, 2016. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein. Within 30 days after February 22, 2021 (or an earlier vesting date), EPD PrivCo I will be liquidated and expects to distribute to the Class A limited partner a total number of Common Units having a fair market value equal to $26,018,763.58 (the fair market value (as defined) of the Common Units calculated as of February 22, 2016), plus any accrued and unpaid Class A preferred return. Any remaining Common Units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPD PrivCo I. The Class B limited partner interests are subject to forfeiture. These Common Units are owned directly by EPCO Investments, LLC ("EPCO Investments"), a direct wholly owned subsidiary of EPCO. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO Investments, except to the extent of her pecuniary interest therein. These Common Units are owned directly by EPCO. Ms. Williams serves as one of three voting trustees who collectively have voting and dispositive power over a majority of the outstanding voting stock of EPCO. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO, except to the extent of her pecuniary interest therein. These Common Units are owned directly by Dan Duncan LLC ("DDLLC"), which directly owns 100% of the outstanding membership interests of Enterprise Products Holdings LLC, the issuer's general partner. Ms. Williams serves as one of three voting trustees who collectively have voting and dispositive power over 100% of the membership interests of DDLLC. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by DDLLC, except to the extent of her pecuniary interest therein. These Common Units are owned directly by DFI GP Holdings, L.P. ("DFI GP Holdings"). DFI Holdings, LLC ("DFI Holdings") is the general partner of DFI GP Holdings, and DDLLC and EPCO Holdings are limited partners of DFI GP Holdings. DFI Holdings is a direct wholly owned subsidiary of DDLLC. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by DFI GP Holdings, except to the extent of her pecuniary interest therein. These Common Units are owned directly by The Randa Duncan Williams 2003 Family Trust (the "RDW Family Trust"). Ms. Williams does not serve as a trustee of the RDW Family Trust and therefore disclaims beneficial ownership of the Common Units owned directly by the RDW Family Trust. Includes Common Units acquired in the issuer's distribution reinvestment plan. These Common Units are owned directly by The Dannine Duncan Avara 2003 Family Trust (the "DDA Family Trust"), for which Ms. Williams serves as a trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the DDA Family Trust, except to the extent of her pecuniary interest therein. Includes Common Units acquired in the issuer's distribution reinvestment plan. These Common Units are owned directly by The Milane Duncan Frantz 2003 Family Trust (the "MDF Family Trust"), for which Ms. Williams serves as a trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the MDF Family Trust, except to the extent of her pecuniary interest therein. Includes Common Units acquired in the issuer's distribution reinvestment plan. These Common Units are owned directly by The Scott D. Duncan 2003 Family Trust (the "SDD Family Trust"), for which Ms. Williams serves as a trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the SDD Family Trust, except to the extent of her pecuniary interest therein. Includes Common Units acquired in the issuer's distribution reinvestment plan. These Common Units are owned directly by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams' spouse. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by A&W Ltd., except to the extent of her pecuniary interest therein. The reporting persons disclaim beneficial ownership over these securities, except to the extent of their pecuniary interest therein. The power of attorney under which this form was signed is on file with the Commission. Transaction Code J - Other acquisition or disposition (describe transaction) /s/Wendi S. Bickett, Attorney-in-Fact on behalf of Randa Duncan Williams and Assistant Secretary of EPCO and EPCO Holdings 2016-02-24