0001209191-20-052660.txt : 20201001 0001209191-20-052660.hdr.sgml : 20201001 20201001170102 ACCESSION NUMBER: 0001209191-20-052660 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200930 FILED AS OF DATE: 20201001 DATE AS OF CHANGE: 20201001 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: 201216909 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: 201216910 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: 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: 201216911 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 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 FORMER COMPANY: FORMER CONFORMED NAME: ENTERPRISE PRODUCTS PARTNERS L P DATE OF NAME CHANGE: 19980518 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-09-30 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 Series A Cumulative Convertible Preferred Units 2020-09-30 4 P 0 15000 1000.00 A 15000 I By Manxome Investors Common Units Representing Limited Partnership Interests 70408549 I By EPCO Common Units Representing Limited Partnership Interests 593479815 I By EPCO Holdings Common Units Representing Limited Partnership Interests 4346154 I By EPCO Investments Common Units Representing Limited Partnership Interests 2834198 I By EPD PubCo II Common Units Representing Limited Partnership Interests 6400000 I By EPD IV Common Units Representing Limited Partnership Interests 1600000 I By EPCO II Common Units Representing Limited Partnership Interests 1111438 I By EPD PrivCo I Common Units Representing Limited Partnership Interests 4745718 I By RDW Family Trust Common Units Representing Limited Partnership Interests 4745718 I By DGD Family Trust Common Units Representing Limited Partnership Interests 4745718 I By MDF Family Trust Common Units Representing Limited Partnership Interests 4745718 I By SDD Family Turst Common Units Representing Limited Partnership Interests 469923 I By RLD Grantor Trust Common Units Representing Limited Partnership Interests 469923 I By DGD Grantor Trust Common Units Representing Limited Partnership Interests 469923 I By MDD Grantor Trust Common Units Representing Limited Partnership Interests 469923 I By SDD Irrevocable Trust Common Units Representing Limited Partnership Interests 435337 I By A&W Ltd. Common Units Representing Limited Partnership Interests 72448 I By Chaswil, Ltd. Common Units Representing Limited Partnership Interests 9090 I By spouse Common Units Representing Limited Partnership Interests 4040 I Jointly with spouse Contingent Obligation to Buy 2020-09-30 4 S 0 50000 D 2026-09-30 Series A Cumulative Convertible Preferred Units 50000 50000 I By EPCO Holdings Contingent Right to Sell 2020-09-30 4 P 0 15000 A 2026-09-30 Series A Cumulative Convertible Preferred Units 15000 15000 I By Manxome Investors These Series A Cumulative Convertible Preferred Units ("Preferred Units") are owned directly by Manxome Investors L.P. ("Manxome Investors"). The Preferred Units are convertible into Common Units of the issuer pursuant to and in accordance with the terms and conditions of the issuer's partnership agreement, including a floating conversion ratio based on the market price of the Common Units as of the date of conversion. The number of Preferred Units owned by Manxome Investors may increase from time to time to the extent distributions on the Preferred Units are paid in kind. Ms. Williams serves as a director of the entity manager of Manxome Investors' general partner. Ms. Williams disclaims beneficial ownership of the Preferred Units owned directly by Manxome Investors, except to the extent of her pecuniary interest therein. These Common Units are owned directly by Enterprise Products Company ("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 EPCO Holdings, Inc. ("EPCO Holdings"), which is 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. These Common Units are owned directly by EPCO Investments L.P. ("EPCO Investments"). EPCO directly owns 100% of the outstanding limited partner interests in EPCO Investments. Ms. Williams serves as an officer and manager of EPCO Investments GP LLC, the general partner of EPCO Investments and an affiliate 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 EPD PubCo Unit II L.P., a Delaware limited partnership ("EPD PubCo II"), 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. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein. Within 30 days after February 22, 2023 (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. 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. These Common Units are owned directly by EPD 2018 Unit IV L.P., a Delaware limited partnership ("EPD IV"), 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 IV. 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 IV. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein. Within 30 days after December 3, 2023 (or an earlier vesting date), EPD IV 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 $172,928,000. 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 IV. The Class B limited partner interests are subject to forfeiture. These Common Units are owned directly by EPCO Unit II L.P., a Delaware limited partnership ("EPCO II"), 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 EPCO 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 EPCO II. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein. Within 30 days after December 3, 2023 (or an earlier vesting date), EPCO 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 $43,232,000. 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 EPCO II. The Class B limited partner interests are subject to forfeiture. These Common Units are owned directly by EPD PrivCo Unit I L.P., a Delaware limited partnership ("EPD PrivCo I"), 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. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein. Within 30 days after February 22, 2023 (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. 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 The Randa Duncan Williams 2018 Family Trust (the "RDW Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the RDW Family Trust, except to the extent of her pecuniary interest therein. These Common Units are owned directly by The Dannine Gale Duncan 2018 Family Trust (the "DGD Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the DGD Family Trust, except to the extent of her pecuniary interest therein. These Common Units are owned directly by The Milane Duncan Frantz 2018 Family Trust (the "MDF Family Trust"), for which Ms. Williams serves as a director of an entity 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. 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 director of an entity 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. These Common Units are owned directly by The Randa Lynn Duncan 1990 Grantor Trust (the "RLD Grantor Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the RLD Grantor Trust, except to the extent of her pecuniary interest therein. These Common Units are owned directly by The Dannine Gale Duncan 1990 Grantor Trust (the "DGD Grantor Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the DGD Grantor Trust, except to the extent of her pecuniary interest therein. These Common Units are owned directly by The Milane Diane Duncan 1990 Grantor Trust (the "MDD Grantor Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the MDD Grantor Trust, except to the extent of her pecuniary interest therein. These Common Units are owned directly by The Scott Daniel Duncan Irrevocable Trust (the "SDD Irrevocable Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the SDD Irrevocable Trust, except to the extent of her pecuniary interest therein. Includes Common Units that were acquired under 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. These Common Units are owned directly by Chaswil, Ltd., an affiliate of Ms. Williams' spouse. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by Chaswil, Ltd., except to the extent of her pecuniary interest therein. On September 30, 2020, EPCO Holdings entered into a contingent preferred unit purchase agreement with certain holders of the Preferred Units (including Manxome Investors), pursuant to which EPCO Holdings agreed to purchase from each such holder all (or a portion of at least $15 million) of such holder's Preferred Units either (i) for cash at a purchase price of $1,000 per unit (plus accrued and unpaid distributions) upon such holder's election after September 30, 2025 or upon the issuer's dissolution or liquidation or (ii) for a cash purchase price of $1,010 per unit (plus accrued and unpaid distributions) upon such holder's election prior thereto solely in connection with certain change of control or investment grade rating events. As of September 30, 2020, such holders collectively owned an aggregate of 50,000 Preferred Units. The number of Preferred Units owned by such holders may increase from time to time to the extent distributions on the Preferred Units are paid in kind. The power of attorney under which this form was signed is on file with the Commission. Transaction Code P - Open market or private purchase of non-derivative or derivative security Transaction Code S - Open market or private sale of non-derivative or derivative security /s/Wendi S. Bickett, Attorney-in-Fact on behalf of Randa Duncan Williams and Assistant Secretary of each of (i) EPCO, (ii) EPCO Holdings and (ii) Manxome Investors' general partner 2020-10-01