SEC Form 4 · accession 0001209191-15-038665
Energy Transfer, LP · ETP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas P Mason
Officer — See Remarks
Period of report
Apr 30, 2015
Accepted (ET)
May 4, 2015 · 9:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001012569
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Units with DERF1,F2,F3,F4 | — | Apr 30, 2015 | A | 10,104 | A | — | — | Common Units | 10,104 | 10,104 | D |
Explanation of responses
- F1The reporting person received the derivative securities pursuant to the Agreement and Plan of Merger, dated as of January 25, 2015, as amended by Amendment No. 1 thereto, dated as of February 18, 2015 (as amended, the "Merger Agreement") by and among Regency Energy Partners LP ("Regency"), Regency GP LP, Energy Transfer Partners, L.P. ("ETP"), Energy Transfer Partners GP, L.P., Rendezvous I LLC ("Rendezvous I"), Rendezvous II LLC and, solely for purposes of certain provisions therein, Energy Transfer Equity, L.P., under which Regency merged with Rendezvous I (the "Merger"), with Regency surviving the merger as a wholly owned subsidiary of ETP. (Continued in Footnote 2)
- F2Upon the April 30, 2015 closing of the Merger, among other things, each award of Regency phantom units (other than phantom units held by the chief executive officer and non-employee directors of Regency) was converted into the right to receive an award of phantom units of ETP relating to a number of ETP common units that reflects an exchange ratio of 0.4124 ETP common units for each Regency common unit. Each phantom unit is the economic equivalent of one common unit representing a limited partner interest in ETP and is accompanied by a distribution equivalent right, entitling the holder to an amount equal to any cash distributions paid on each of ETP's common units.
- F360% of the total unvested converted phantom units will cliff vest on December 5, 2017, and the remaining 40% of the total unvested converted phantom units will vest on December 5, 2019. On such dates, the Partnership will issue ETP common units in settlement of the phantom units.
- F4Not applicable
Remarks
Senior Vice President, General Counsel and Secretary