| 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
ENBRIDGE ENERGY PARTNERS LP [ NYSE EEP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/08/2013 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Series 1 Preferred Units, par value $25.00 per unit | (1)(2) | 05/08/2013 | A | 48,000,000 | (1)(2) | (3) | Class A Common Units | 43,201,310(4) | $25 | 48,000,000 | D(5) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On or after June 1, 2016, at the sole option of the holder of the Series 1 Preferred Units, the Series 1 Preferred Units may be converted into Class A Common Units, in whole or in part, at a conversion price of $25.00 plus any accrued, accumulated and unpaid distributions (excluding certain distributions that were deferred for the eight quarters ending June 30, 2015 (the "Payment Deferral")) divided by $27.78. The Series 1 Preferred Units are redeemable, in whole or in part, at the Issuer's option on the five year anniversary of the issuance and every fifth year thereafter, at a redemption price of $25.00 plus any accrued, accumulated and unpaid distributions (including the Payment Deferral). (Continued in footnote 2) |
| 2. At all other times, redemption of the Series 1 Preferred Units, in whole or in part, is permitted only if (i) the Issuer uses the net proceeds from incurring debt and issuing equity (including assets sales) in equal amounts to redeem such Series 1 Preferred Units, (ii) a material change in the current tax treatment of the Series 1 Preferred Units occurs or (iii) the rating agencies' treatment of the equity credit for the Series 1 Preferred Units is reduced by 50% or more. |
| 3. Series 1 Preferred Units are perpetual securities and have no expiration date. |
| 4. Amount subject to change if there is (i) any arrearage on the payment of quarterly distributions for the Series 1 Preferred Units or (ii) an adjustment by the Issuer in the number of its Class A Common Units through a split, combination or distribution of additional Class A Common Units. |
| 5. The information in Exhibit 99.1 is incorporated herein by reference. |
| /s/ Enbridge Energy Company, Inc., By /s/ Bruce A. Stevenson, Corporate Secretary | 05/08/2013 | |
| ** 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. | ||