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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 70,739(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class B Limited Partnership Interest in EPCO Unit L.P. | (3) | 11/13/2008 | J(2) | 0(2) | (3) | (3) | Units | (3) | $0 | 0(2) | D(4) |
Explanation of Responses: |
1. Includes common units granted to the Reporting Person that have restricted vesting dates and are subject to forfeiture. |
2. The reporting person is an owner of Class B limited partner interest in EPCO Unit L.P. ("EPCO Unit"). EPCO Unit owns directly 779,102 units of Enterprise Products Partners L.P. ("EPD"). EPCO Unit is a Delaware limited partnership established for the benefit of certain EPCO, Inc. ("EPCO") employees who are its Class B limited partners. DFI Delaware Holdings L.P. (the "Class A Partner") is the sole Class A limited partner and EPCO is the general partner of EPCO Unit. The reporting person acquired these Class B limited partner interests in EPCO Unit from a grant of such interests by EPCO, in its capacity as general partner of EPCO Unit. The Class B limited partner interest owned by the reporting person represents an initial 20% Class B limited partner interest in EPCO Unit, in accordance with the Agreement of Limited Partnership of EPCO Unit. |
3. On November 13, 2013, EPCO Unit will be liquidated and will distribute to the Class B Limited Partners units of EPD with an aggregate market value equal to (i) the aggregate market value of all EPD units held by EPCO Unit prior to liquidation (the "Liquidation Units"), minus (ii) (A) any debts or obligations of EPCO Unit, (B) all capital contributions to EPCO Unit by the Class A Partner, and (C) any accrued but unpaid preference return on such contributions. The remaining Liquidation Units will be distributed to the Class A Partner. The Class B limited partner interest is subject to forfeiture. |
4. The power of attorney under which this form was signed is attached as Exhibit 24. |
Remarks: |
William L. Soula, Attorney-in-Fact on behalf of Ralph S. Cunningham | 11/17/2008 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |