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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 | ||||||||
Class D Units (Limited Partner Interests) | (1) | 07/01/2014 | A | 66,100,000 | (1) | (1) | Class A Common Units (Limited Partner Interests) | 66,100,000 | $ 31.55 (2) | 66,100,000 | D | ||||
Class E Units (Limited Partner Interests) | (3) | 01/02/2015 | A | 18,114,975 | (3) | (3) | Class A Common Units (Limited Partner Interests) | 18,114,975 | $ 38.31 (4) | 18,114,975 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ENBRIDGE ENERGY CO INC 1100 LOUISIANA, SUITE 3300 HOUSTON, TX 77002 |
X | X | ||
ENBRIDGE INC 3000, 425-FIRST STREET S.W. CANADA, 4032313900 CALGARY, A0 T2P 3L8 |
X | X |
/s/ Bruce A. Stevenson, Corporate Secretary of Enbridge Energy Company, Inc. | 01/06/2015 | |
**Signature of Reporting Person | Date | |
/s/ John K. Whelen, Executive Vice President & Chief Financial Officer of Enbridge Inc. | 01/06/2015 | |
**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) | Each Class D Unit is convertible at the sole election of the holder thereof into a Class A Common Unit of the Issuer on a one-for-one basis at any time after July 1, 2019. The Class D Units do not have an expiration date; however, they may be redeemed in whole or in part by Enbridge Energy Partners, L.P. ("EEP") after the 30 year anniversary of issuance at EEP's option for either a cash amount equal to the notional value per unit or newly issued Class A common units of EEP with an aggregate market value at redemption equal to 105% of the aggregate notional value of the Class D Units being redeemed. |
(2) | The price of derivative security for the Class D Units represents the notional value of the Class D Units at June 18, 2014 of $31.35 per unit, which was the closing price of the Class A common units of EEP on June 17, 2014 |
(3) | Each Class E Unit is convertible at the sole election of the holder thereof into a Class A Common Unit of the Issuer on a one-for-one basis at any time after January 2, 2015. The Class E Units do not have an expiration date; however, they may be redeemed in whole or in part by EEP after the 30 year anniversary of issuance at EEP's option for either a cash amount equal to the notional value per unit or newly issued Class A common units of EEP with an aggregate market value at redemption equal to 105% of the aggregate notional value of the Class D Units being redeemed. |
(4) | The price of derivative security for the Class E Units represents the notional value of the Class E Units at December 23, 2014 of $38.31 per unit, which was determined based on the trailing five-day volume-weighted average price of the Class A common units of EEP. |
Remarks: Enbridge Energy Company, Inc. ("EECI") is indirectly owned by Enbridge Inc. ("Enbridge"). As a result, Enbridge may be deemed to indirectly beneficially own the securities of the Issuer held by EECI and reported herein, but disclaims beneficial ownership except to the extent of its respective pecuniary interests therein. |