- Statement of Changes in Beneficial Ownership (4)
June 17 2009 - 5:36PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DUNCAN DAN L
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2. Issuer Name
and
Ticker or Trading Symbol
Duncan Energy Partners L.P.
[
DEP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman
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(Last)
(First)
(Middle)
1100 LOUISIANA STREET, SUITE 1000
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2009
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units Representing Limited Partnership Interests
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6/15/2009
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D
(1)
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2606900
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D
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$15.36
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34726987
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I
(2)
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By GTM
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Common Units Representing Limited Partnership Interests
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6/15/2009
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D
(1)
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5393100
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D
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$15.36
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0
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I
(3)
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By EPO
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Common Units Representing Limited Partnership Interests
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103100
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I
(4)
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By Duncan LLC
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Common Units Representing Limited Partnership Interests
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282500
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D
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Common units sold to the issuer pursuant to a Common Unit Purchase Agreement dated June 15, 2009. Common units beneficially owned by each of Mr. Duncan, Dan Duncan LLC ("Duncan LLC"), EPE Holdings, LLC ("EPE GP"), Enterprise GP Holdings LP ("EPE"), Enterprise Products GP, LLC ("EPD GP"), Enterprise Products Partners LP ("EPD") and Enterprise Products Operating LLC ("EPO") were sold by such director or director by deputization pursuant to Rule 16b-3(e).
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(
2)
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These common units are owned directly by Enterprise GTM Holdings LP ("GTM"). EPO owns a 99% limited partner interest in GTM and Enterprise GTMGP, LLC ("GTMGP") owns a 1% general partner interest. GTMGP is a wholly owned subsidiary of Enterprise Products GTM, LLC, which is a wholly owned subsidiary of EPO. The ownership of EPO and entities above EPO is described in footnote 3. Mr. Duncan disclaims beneficial ownership of the DEP common units owned directly by GTM other than to the extent of his pecuniary interest.
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(
3)
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These common units are owned directly by EPO. EPO is an indirect wholly owned subsidiary of EPD. The general partner of EPD is EPD GP, which is a wholly owned subsidiary of EPE. EPD GP owns a 2% general partner interest and related incentive distribution rights in EPD, and EPE owns approximately 3% of the outstanding common units of EPD as of June 17, 2009. The general partner of EPE is EPE GP, which is wholly owned by Duncan LLC. Mr. Duncan, Duncan LLC, and other affiliates of Mr. Duncan also collectively own approximately 78% of the outstanding units of EPE as of June 17, 2009. Accordingly, Mr. Duncan and his affiliates may be deemed to beneficially own the DEP common units owned directly by EPO.
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(
4)
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These Common Units are owned directly by Duncan LLC. Mr. Duncan is the sole member of Duncan LLC.
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(
5)
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The powers of attorney under which this form was signed are on file with the Commission.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DUNCAN DAN L
1100 LOUISIANA STREET, SUITE 1000
HOUSTON, TX 77002
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X
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X
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Chairman
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Enterprise GP Holdings L.P.
1100 LOUISIANA STREET; SUITE 1000
HOUSTON, TX 77002
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X
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EPE Holdings, LLC
1100 LOUISIANA STREET; SUITE 1000
HOUSTON, TX 77002
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General Partner EPE
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ENTERPRISE PRODUCTS PARTNERS L P
1100 LOUISIANA STREET; SUITE 1000
HOUSTON, TX 77002
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X
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ENTERPRISE PRODUCTS GP LLC
1100 LOUISIANA STREET; SUITE 1000
HOUSTON, TX 77002
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General Partner EPD
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Enterprise Products Operating LLC
1100 LOUISIANA STREET; SUITE 1000
HOUSTON, TX 77002
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X
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Enterprise Products OLPGP, Inc.
1100 LOUISIANA STREET; SUITE 1000
HOUSTON, TX 77002
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Sole Manager EPO
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Enterprise GTM Holdings L.P.
1100 LOUISIANA STREET: SUITE 1000
HOUSTON, TX 77002
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X
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Enterprise GTMGP, LLC
1100 LOUISIANA STREET; SUITE 1000
HOUSTON, TX 77002
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General Partner GTM
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Enterprise Products GTM, LLC
103 FOULK ROAD, SUITE 202
WILMINGTON, DE 19803
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Sole Member GTM GP
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Signatures
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Stephanie C. Hildebrandt, (i) Attorney-in-Fact on behalf of Dan L. Duncan, and (ii) Vice President and Assistant Secretary of EPE GP, EPD GP, EPO GP, GTM GP
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6/17/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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