SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
FARALLON CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/28/2003
3. Issuer Name and Ticker or Trading Symbol
EOTT ENERGY LLC [ EOTT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Limited Liability Company Units 517,112 D(1)(2)(3)
Limited Liability Company Units 25,014 D(1)(2)(4)
Limited Liability Company Units 542,126 I See footnotes(1)(2)(5)
Limited Liability Company Units 1,227,440 D(1)(2)(6)
Limited Liability Company Units 669,570 D(1)(2)(7)
Limited Liability Company Units 1,897,010 I See footnotes(1)(2)(8)
Limited Liability Company Units 2,439,136 I See footnotes(1)(2)(9)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
FARALLON CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
FARALLON OFFSHORE SPECIAL HOLDINGS LLC

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
FARALLON INSTITUTIONAL SPECIAL HOLDINGS LLC

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
COHEN DAVID I

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
DING CHUN R

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
DOWNES JOSEPH F

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
DUHAMEL WILLIAM F

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANSICO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
Explanation of Responses:
1. The aggregate amount of securities reported on this Form 3 is 2,439,136, of which 571,112 units are owned directly by Farallon Capital Partners, L.P. ("FCP"); 25,014 units are owned directly by Tinicum Partners, L.P. ("Tinicum"); 1,227,440 units are directly owned by Farallon Offshore Special Holdings LLC ("FOSH") and 669,570 units are directly owned by Farallon Institutional Special Holdings LLC ("FISH"). The footnotes of this Form 3 set forth the ownerships of these entities, as well as the other entities and individuals that may be deemed to beneficially own such securities, and explain the relationships between such entities and individuals.
2. The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities listed in footnotes (3) through (5) of this Form 3 and Richard B. Fried, Monica R. Landry, Wiliam F. Mellin, Stephen L. Millham, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly, each as listed in footnote (9) of this Form 3, are filing a separate Form 3 on the same date as the filing of this Form 3 as reporting persons with respect to the securities described in this Form 3. Information regarding these entities and these individual filers is included on this Form 3 for purposes of clarification and convenience only, and is duplicative of the information reported in such other Form 3
3. The amount of securities shown in column 2 of Table I of this Form 3 is owned directly by FCP (FCP, together with Tinicum, being the "Partnerships").
4. The amount of securities shown in column 2 of Table I of this Form 3 is owned directly by Tinicum.
5. The amount of securities shown in column 2 of Table I of this Form 3 is owned directly by FCP and Tinicum. As the general partner to each of FCP and Tinicum, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by each of FCP and Tinicum. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, FCP and Tinicum.
6. The amount of securities shown in column 2 of Table I of this Form 3 is owned directly by FOSH (together with FISH, the ""LLCs").
7. The amount of securities shown in column 2 of Table I of this Form 3 is owned directly by FISH.
8. The amount of securities shown in column 2 of Table I of this Form 3 is owned directly by FOSH and FISH. As the manager member of the LLCs, Farallon Capital Management, L.L.C. ("FCMLLC") may be deemed to be the beneficial owner of the Issuer's securities beneficially owned by the LLCs. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise.
9. The amount of securities shown in column 2 of Table I of this Form 3 is owned directly by the Partnerships and by the LLCs. Each of David I. Cohen, Chun R. Ding, Joseph F. Downes, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Steven L. Millham, Derek C. Schrier and Mark C. Wehrly (collectively the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or senior managing member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by the Partnerships and the LLCs as referenced in footnotes (3), (4), (6) and (7) of this Form 3. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16(a)-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise.
/s/ Monica R. Landry, as the attorney-in-fact and/or Authorized signer for each of the reporting persons listed in footnotes (6) through (8) and David I. Cohen, Chun R. Ding, Joseph F. Downes and William F. Duhamel 09/08/2003
. 09/08/2003
. 09/08/2003
. 09/08/2003
. 09/08/2003
. 09/08/2003
. 09/08/2003
** 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 5 (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.