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
Copano Energy, L.L.C. [ CPNO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2010 | ||||||||||||||||||||||||||
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 | 05/15/2010 | M | 1,100 | A | (1) | 11,900 | D | |||
Common Units | 05/15/2010 | M | 412 | A | (1) | 12,312 | D | |||
Common Units | 05/15/2010 | M | 616 | A | (1) | 12,928 | D | |||
Common Units | 05/15/2010 | M | 793 | A | (2) | 13,721 | D | |||
Common Units | 05/15/2010 | D | 916(3) | D | $25.13(4) | 12,805 | D | |||
Common Units | 3,276,908 | I | By Copano Partners, L.P.(5) |
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 | ||||||||
Phantom Units | (1) | 05/15/2010 | M | 1,100 | (6) | (1) | Common Units | 1,100 | (1) | 4,400 | D | ||||
Phantom Units | (1) | 05/15/2010 | M | 412 | (7) | (1) | Common Units | 412 | (1) | 1,236 | D | ||||
Phantom Units | (1) | 05/15/2010 | M | 616 | (8) | (1) | Common Units | 616 | (1) | 1,232 | D | ||||
Performance Units | (2) | 05/15/2010 | M | 793 | (9) | (2) | Common Units | 793 | (2) | 1,587 | D |
Explanation of Responses: |
1. Each phantom unit is the economic equivalent of one common unit. Phantom units are settled in common units on the date of vesting. |
2. Each performance unit is the economic equivalent of one common unit. Performance units that vest will be settled in common units on the date of vesting. |
3. These common units were withheld to cover taxes payable upon vesting of phantom units reported in Table II. |
4. Closing price for the issuer's common units on the date of vesting. |
5. Mr. Lawing disclaims beneficial ownership of 3,236,429 of these common units, which represent the portion of these securities in which Mr. Lawing does not have a pecuniary interest. All indirectly owned common units are held by Copano Partners Trust, a Delaware statutory trust, the sole beneficiary of which is Copano Partners, L.P. Copano Partners, L.P. retains voting and investment power with respect to the common units held by Copano Partners Trust. Mr. Lawing, as trustee of 29 grantor trusts that indirectly own all of the outstanding partnership interests of Copano Partners, L.P., shares voting and investment control over the common units beneficially owned by Copano Partners, L.P. Mr. Lawing has the power to appoint additional trustees for 23 of the 29 grantor trusts, including each of the grantor trusts holding indirect interests in the general partner of Copano Partners, L.P. |
6. Phantom units vest in five equal annual installments commencing May 15, 2010. |
7. Phantom units vest in five equal annual installments commencing May 15, 2009. |
8. Phantom units vest in five equal annual installments commencing May 15, 2008. |
9. Vesting is scheduled to occur in three equal annual installments commencing May 15, 2009 and is contingent on attainment of performance goals based on the market price for the issuer's common units. On each vesting date, a percentage of the vesting performance units (ranging from 0% to 100%) will actually vest, depending on the level of performance attained. In addition, at the last vesting date, the grantee may achieve a bonus consisting of 50% of the total units originally granted, contingent upon attaining an additional performance goal based on the issuer's market price over the term of the award. Performance units that do not vest will be forfeited. |
/s/ Angela S. Teer, attorney-in-fact | 05/18/2010 | |
** 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. |