EEP Enbridge Energy, L.P. Class A Common Units (delisted)

Schedule 13D/A

CUSIP No. 29250R 10 6

Schedule 13D/A

CUSIP No. 29250R 10 6

Schedule 13D/A

CUSIP No. 29250R 10 6

Schedule 13D/A

CUSIP No. 29250R 10 6

This Amendment No. 4 to Schedule 13D updates the information relating to the current beneficial owners and amends Items 2, 3, 4, 6 and 7 of the Schedule 13D filed by Enbridge Inc., IPL System Inc., Enbridge Pipelines Inc. and Enbridge Energy Company, Inc. with the Securities and Exchange Commission on December 11, 2008 (the “ Original Schedule 13D ”), as amended by Amendment No. 1 to the Original Schedule 13D filed by Enbridge Inc., IPL System Inc., Enbridge Pipelines Inc. and Enbridge Energy Company, Inc. with the Securities and Exchange Commission on October 21, 2009, Amendment No. 2 to the Original Schedule 13D filed by Enbridge Inc., IPL System Inc., Enbridge Pipelines Inc. and Enbridge Energy Company, Inc. with the Securities and Exchange Commission on May 8, 2013, and Amendment No. 3 to the Original Schedule 13D, filed by Enbridge Inc. (“ EI ”), Enbridge (U.S.) Inc. (“ EUSI ”), Enbridge US Holdings Inc. (“ EUSHI ”) and Enbridge Energy Company, Inc. (“ EECI ” and, together with EI, EUSI and EUSHI, the “ Reporting Persons ”) with the Securities and Exchange Commission on May 2, 2016 (as amended, the “ Initial Statement ”).

Item 2. Identity and Background.

The information previously provided in response to this Item 2 is hereby amended and supplemented with the following:

The information required by subparagraphs (a), (b), (c) and (f) of this Item with respect to the directors and executive officers of the Reporting Persons is set forth on Schedule 1 attached hereto and is incorporated herein by reference. Such schedule amends and restates, as to the information required by such subparagraphs, the information contained in Schedule 1 of the Initial Statement.

Item 3. Source and Amount of Funds or Other Consideration

The information previously provided in response to this Item 3 is hereby amended by adding the following:

Series 1 Preferred Units

On April 27, 2017, the Issuer entered into a Contribution and Redemption Agreement (the “ Contribution and Redemption Agreement ”) with EECI, pursuant to which the Issuer issued 64,308,682 Class A Common Units representing limited partner interests to EECI in exchange for an aggregate purchase price of approximately $1.2 billion. The Issuer then used the proceeds from the Class A Common Unit issuance to redeem in full the 48,000,000 outstanding Series 1 Preferred Units held by EECI. As part of the Contribution and Redemption Agreement, the Issuer also agreed to repay to EECI the $357 million deferred distribution balance related to the Series 1 Preferred Units.

Class F Units

On April 27, 2017, the Issuer issued 1,000 units of a new class of limited partner interests of the Issuer designated as Class F units to EECI. The Class F units were issued by the Issuer in a private transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. In consideration for such issuance, Enbridge Holdings (IDR) L.L.C., a wholly-owned subsidiary of EECI, as the holder of the Issuer’s Class D Units and Incentive Distribution Units (as defined in the Seventh Amended and Restated Partnership Agreement) irrevocably waived all of its rights associated with both the Incentive Distribution Units and Class D Units.

The Class F Units are entitled to: (i) 13 percent of all cash distributions in excess of $0.295 per unit ($1.18 annualized) and (ii) a maximum tier of 23 percent of all cash distributions in excess of $0.350 per unit ($1.40 annualized). The distributions to be paid in respect of the Class F Units at the Issuer’s reduced $1.40 per unit annualized distribution rate equate to $15 million per annum, or approximately 2 percent of the Issuer’s 2017 pro forma cash flows. The Class F Units will be entitled to vote as a separate class on any matter that adversely affects the rights, privileges or preferences of the Series 1 Preferred Units in any material respect or as required by law but otherwise are not entitled to vote on matters submitted for the approval of holders of outstanding units of the Issuer.

Item 4. Purpose of Transaction

The information previously provided in response to this Item 4 is hereby amended by replacing the text thereof in its entirety with the following:

The Reporting Persons hold Class A Common Units; Class B Common Units and Class E Units, both of which are convertible into Class A Common Units under certain circumstances; Class F Units (the Class A Common Units, Class B Common Units, Class E Units and Class F Units, collectively, the “ Units ”); Class D Units; and Incentive Distribution Units, as reported herein, for the purpose of investment. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.

The Reporting Persons may, either directly or through one or more affiliates, from time to time or at any time and subject to price, market and general economic and fiscal conditions and other factors, acquire or seek to acquire additional Units in the open market, in privately negotiated transactions or otherwise, or dispose of or seek to dispose of all or a portion of such Units now owned or hereafter acquired. In addition, the Reporting Persons may, either directly or through one or more affiliates, from time to time or at any time and subject to price, market and general economic and fiscal conditions and other factors, consolidate or seek to consolidate assets held by the Reporting Persons and their affiliates, including acquiring assets owned by or selling assets to the Issuer, or make changes or seek to make changes to the capital structure of the Issuer, including to its incentive distribution rights. The Reporting Persons reserve the right to change their intention with respect to any or all of the matters required to be disclosed in this Item 4.

As part of the Reporting Persons’ ongoing evaluation of their investment in the Issuer and alternatives to such investment, including a potential consolidation, acquisition or sale of assets or Units or changes to the Issuer’s capital structure, the Reporting Persons may, from time to time, formulate plans or proposals with respect to such matters and hold discussions with or make formal proposals to the board of directors of the delegate of the general partner of the Issuer, other holders of Units or other third parties regarding such matters.

Item 5. Interest in Securities of the Issuer

The information previously provided in response to this Item 5 is hereby amended by replacing the text thereof in its entirety with the following:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information previously provided in response to this Item 6 is hereby amended and supplemented with the following:

On April 27, 2017, the Issuer entered into the Contribution and Redemption Agreement with EECI, pursuant to which the Issuer issued 64,308,682 Class A Common Units representing limited partner interests to EECI in exchange for an aggregate purchase price of approximately $1.2 billion. The Issuer then used the proceeds from the Class A Common Unit issuance to redeem in full the 48,000,000 outstanding Series 1 Preferred Units held by EECI. As part of the Contribution and Redemption Agreement, the Issuer also agreed to repay to EECI the $357 million deferred distribution balance related to the Series 1 Preferred Units, using a portion of the proceeds the Issuer received upon the closing of the Issuer’s sale of its ownership interests in the Midcoast Energy Partners, L.P. gas gathering and processing business to EECI pursuant to a Purchase and Sale Agreement dated April 27, 2017.

Also on April 27, 2017, the Issuer issued 1,000 units of a new class of limited partner interests of the Issuer designated as Class F Units to EECI. In exchange therefor, Enbridge Holdings (IDR) L.L.C., a wholly owned subsidiary of EECI, as the holder of the Issuer’s Class D units and Incentive Distribution Units, irrevocably waived all of its rights, preferences, privileges and powers associated with such units. In connection with such transaction, EECI amended and restated the Issuer’s Seventh Amended and Restated Partnership Agreement and entered into the Eighth Amended and Restated Agreement of Limited Partnership (the “ Amended Partnership Agreement ”). The Amended Partnership Agreement, among other things, provides for the issuance of and sets forth the rights, preferences and obligations of the Class F Units. The Class F Units are entitled to (i) 13% of distribution of available cash in excess of $0.295 up to $0.350 per unit and (ii) 23% of distributions of available cash in excess of $0.350 per unit. The Class F Units will be entitled to vote as a separate class on any matter that adversely affects the rights, privileges or preferences of the Series 1 Preferred Units in any material respect or as required by law, but otherwise are not entitled to vote on matters submitted for the approval of holders of outstanding units of the Issuer.

For a description of the contracts, arrangements, understandings or relationships among the Reporting Persons and between such persons and the Issuer and others, please read “Certain Relationships and Related Transactions, and Director Independence” in the Annual Report on Form 10-K for the year ended December 31, 2016 of the Issuer and the information reported in Items 1.01, 3.02 and 5.03 of the Issuer’s Current Report on Form 8-K filed on May 3, 2017, each of which is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

The information previously provided in response to this Item 7 is hereby amended and supplemented with the following:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 2, 2017

Schedule 1

INFORMATION CONCERNING THE DIRECTORS AND

EXECUTIVE OFFICERS OF ENBRIDGE INC.

Set forth below are the name, citizenship and the present principal occupation and/or employment of each director and executive officer of Enbridge Inc. The principal business address for each individual listed below is 200, 425–First Street S.W., Calgary, Alberta, Canada T2P 3L8.

INFORMATION CONCERNING THE DIRECTORS

AND EXECUTIVE OFFICERS OF Enbridge US Holdings Inc.

Set forth below are the name, citizenship and the present principal occupation and/or employment of each director and executive officer of Enbridge US Holdings Inc. The principal business address for each individual listed below is 200, 425–First Street S.W., Calgary, Alberta, Canada T2P 3L8.

INFORMATION CONCERNING THE DIRECTORS

AND EXECUTIVE OFFICERS OF Enbridge (U.S.) Inc.

Set forth below are the name, citizenship and the present principal occupation and/or employment of each director and executive officer of Enbridge (U.S.) Inc. The principal business address for each individual listed below is 5400 Westheimer Court, Houston, Texas 77056.

INFORMATION CONCERNING THE DIRECTORS

AND EXECUTIVE OFFICERS OF ENBRIDGE ENERGY COMPANY, INC.

Set forth below are the name, citizenship and the present principal occupation and/or employment of each director and executive officer of Enbridge Energy Company, Inc. The principal business address for each individual listed below is 5400 Westheimer Court, Houston, Texas 77056.