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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Subordinated Units (Limited Partner Interests) | (4) | 11/13/2013 | A | 22,610,056 (2) | (4) | (4) | See footnote (4) | 22,610,056 (2) | $ 0 (2) | 22,610,056 | D (1) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ENBRIDGE ENERGY PARTNERS LP 1100 LOUISIANA ST SUITE 3300 HOUSTON, TX 77002-5217 |
X | X | ||
ENBRIDGE ENERGY CO INC 1100 LOUISIANA STREET, SUITE 3300 HOUSTON, TX 77002 |
X | X | ||
ENBRIDGE ENERGY MANAGEMENT L L C 1100 LOUISIANA STREET, SUITE 3300 HOUSTON, TX 77002-5217 |
Delegee of General Partner | |||
Midcoast Holdings, L.L.C. 1100 LOUISIANA STREET SUITE 3300 HOUSTON, TX 77002 |
X | X |
Chris Kaitson, Vice President-Law, of the Delegee of the General Partner of Enbridge Energy Partners, L.P. | 11/14/2013 | |
**Signature of Reporting Person | Date | |
Chris Kaitson, Vice President - Law, Enbridge Energy Company, Inc. | 11/14/2013 | |
**Signature of Reporting Person | Date | |
Chris Kaitson, Vice President - Law, Enbridge Energy Management, L.L.C. | 11/14/2013 | |
**Signature of Reporting Person | Date | |
E. Chris Kaitson, Vice President-Law, Midcoast Holdings, L.L.C. | 11/14/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This Form 4 is filed jointly by Enbridge Energy Partners, L.P. ("EEP"), Midcoast Holdings, L.L.C., the Issuer's general partner (the "General Partner"), Enbridge Energy Company, Inc., the general partner of EEP ("EEP's GP") and Enbridge Energy Management, L.L.C. ("Enbridge Management"). EEP directly owns all of the membership interests in the General Partner and is deemed to indirectly beneficially own the securities held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interests therein. Through a delegation of control agreement, EEP's GP has delegated to Enbridge Management the authority to manage and control EEP's business and affairs, and EEP's GP and Enbridge Management are deemed to beneficially own the securities held by EEP, but disclaim such beneficial ownership interest except to the extent of their pecuniary interest therein. |
(2) | In connection with the formation transactions of the Issuer and the closing of the initial public offering of the Issuer, EEP directly holds: (i) 4,110,056 Class A common units in the Issuer, representing a 9% limited partner interest, and (ii) 22,610,056 subordinated units (and all of incentive distribution rights), representing a 49% limited partnership interest, for a 58% combined limited partner interest in the Issuer, without any exercise of the underwriter's option to purchase additional common units. |
(3) | The General Partner directly owns approximately 922,859 general partner units, representing its 2.0% general partner interest in the Issuer. |
(4) | Each subordinated unit will convert into one Class B common unit representing limited partner interests at the end of the subordination period; and each Class B common unit is convertible on a one for one basis into one Class A common unit at the election of the holder, each as more fully described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-189341). |