SEC Form 4 · accession 0001209191-18-014951
ENTERPRISE PRODUCTS PARTNERS L P · EPD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Enterprise Products Co
10% Owner
Randa Duncan Williams
Director · 10% Owner
EPCO Holdings, Inc.
10% Owner
Period of report
Mar 1, 2018
Accepted (ET)
Mar 1, 2018 · 4:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001061219
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units Representing Limited Partnership InterestsF2,F3 | Mar 1, 2018 | J | 40,000,000 | $0.00 | D | 595,438,040 | I | By EPCO Holdings |
| Common Units Representing Limited Partnership InterestsF4 | Mar 1, 2018 | J | 40,000,000 | $0.00 | A | 66,408,549 | I | By EPCO |
| Common Units Representing Limited Partnership InterestsF5 | holding | — | — | — | 8,346,154 | I | By EPCO Investments | |
| Common Units Representing Limited Partnership InterestsF6,F7 | holding | — | — | — | 2,723,052 | I | By EPD PubCo I | |
| Common Units Representing Limited Partnership InterestsF8,F9 | holding | — | — | — | 2,834,198 | I | By EPD PubCo II | |
| Common Units Representing Limited Partnership InterestsF10,F11 | holding | — | — | — | 1,111,438 | I | By EPD PrivCo I | |
| Common Units Representing Limited Partnership InterestsF12,F13 | holding | — | — | — | 105,000 | I | By EPD PubCo III | |
| Common Units Representing Limited Partnership InterestsF14 | holding | — | — | — | 1,736,797 | I | By DDLLC | |
| Common Units Representing Limited Partnership InterestsF2,F15 | holding | — | — | — | 3,504,709 | I | By RDW Family Trust | |
| Common Units Representing Limited Partnership InterestsF2,F16 | holding | — | — | — | 3,504,709 | I | By DDA Family Trust | |
| Common Units Representing Limited Partnership InterestsF2,F17 | holding | — | — | — | 3,504,709 | I | By MDF Family Trust | |
| Common Units Representing Limited Partnership InterestsF2,F18 | holding | — | — | — | 3,504,709 | I | By SDD Family Trust | |
| Common Units Representing Limited Partnership InterestsF2,F19 | holding | — | — | — | 370,928 | I | By A&W Ltd. | |
| Common Units Representing Limited Partnership InterestsF20 | holding | — | — | — | 10,000 | I | By Chaswil, Ltd. | |
| Common Units Representing Limited Partnership Interests | holding | — | — | — | 9,090 | I | By spouse | |
| Common Units Representing Limted Partnership InterestsF21 | holding | — | — | — | 4,040 | I | Jointly with spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposition and acquisition by way of distribution of common units representing limited partner interests in the issuer ("Common Units") from EPCO Holdings, Inc., a Delaware corporation ("EPCO Holdings") and a direct wholly owned subsidiary of Enterprise Products Company, a Texas corporation ("EPCO"), to EPCO in a transaction exempt from Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 thereunder.
- F10These Common Units are owned directly by EPD PrivCo Unit I L.P., a Delaware limited partnership ("EPD PrivCo I"), established for the benefit of certain EPCO employees who are its Class B limited partners. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of EPD PrivCo I. The Common Units are beneficially owned by EPCO and EPCO Holdings to the extent of the interest of EPCO Holdings in these securities as a Class A limited partner in EPD PrivCo I. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein.
- F11Within 30 days after February 22, 2021 (or an earlier vesting date), EPD PrivCo I will be liquidated and expects to distribute to the Class A limited partner a total number of Common Units having a fair market value equal to $26,018,763.58, plus any accrued and unpaid Class A preferred return. Any remaining Common Units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPD PrivCo I. The Class B limited partner interests are subject to forfeiture.
- F12These Common Units are owned directly by EPD PubCo Unit III L.P., a Delaware limited partnership ("EPD PubCo III"), established for the benefit of certain EPCO employees who are its Class B limited partners. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of EPD PubCo III. The Common Units are beneficially owned by EPCO and EPCO Holdings to the extent of the interest of EPCO Holdings in these securities as a Class A limited partner in EPD PubCo III. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein.
- F13Within 30 days after April 6, 2020 (or an earlier vesting date), EPD PubCo III will be liquidated and expects to distribute to the Class A limited partner a total number of Common Units having a fair market value equal to $2,505,300.00, plus any accrued and unpaid Class A preferred return. Any remaining Common Units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPD PubCo III. The Class B limited partner interests are subject to forfeiture.
- F14These Common Units are owned directly by Dan Duncan LLC ("DDLLC"), which directly owns 100% of the outstanding membership interests of Enterprise Products Holdings LLC, the issuer's general partner. Ms. Williams serves as one of three voting trustees who collectively have voting and dispositive power over 100% of the membership interests of DDLLC. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by DDLLC, except to the extent of her pecuniary interest therein.
- F15These Common Units are owned directly by The Randa Duncan Williams 2003 Family Trust (the "RDW Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the RDW Family Trust, except to the extent of her pecuniary interest therein.
- F16These Common Units are owned directly by The Dannine Duncan Avara 2003 Family Trust (the "DDA Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the DDA Family Trust, except to the extent of her pecuniary interest therein.
- F17These Common Units are owned directly by The Milane Duncan Frantz 2003 Family Trust (the "MDF Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the MDF Family Trust, except to the extent of her pecuniary interest therein.
- F18These Common Units are owned directly by The Scott D. Duncan 2003 Family Trust (the "SDD Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the SDD Family Trust, except to the extent of her pecuniary interest therein.
- F19These Common Units are owned directly by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams' spouse. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by A&W Ltd., except to the extent of her pecuniary interest therein.
- F2Includes Common Units acquired in the issuer's distribution reinvestment plan.
- F20These Common Units are owned by Chaswil, Ltd., an affiliate of Ms. Williams' spouse. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by Chaswil, Ltd. except to the extent of her pecuniary interest therein.
- F21The power of attorney under which this form was signed is on file with the Commission.
- F3These Common Units are owned directly by EPCO Holdings, a direct wholly owned subsidiary of EPCO. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO Holdings, except to the extent of her pecuniary interest therein.
- F4These Common Units are owned directly by EPCO. Ms. Williams serves as one of three voting trustees who collectively have voting and dispositive power over a majority of the outstanding voting stock of EPCO. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO, except to the extent of her pecuniary interest therein.
- F5These Common Units are owned directly by EPCO Investments L.P., a Texas limited partnership and successor-by-merger to EPCO Investments, LLC ("EPCO Investments"). EPCO directly owns 100% of the outstanding limited partner interests in EPCO Investments. Ms. Williams serves as an officer and manager of EPCO Investments GP LLC, the general partner of EPCO Investments and an affiliate of EPCO. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO Investments, except to the extent of her pecuniary interest therein.
- F6These Common Units are owned directly by EPD PubCo Unit I L.P., a Delaware limited partnership ("EPD PubCo I"), established for the benefit of certain EPCO employees who are its Class B limited partners. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of EPD PubCo I. The Common Units are beneficially owned by EPCO and EPCO Holdings to the extent of the interest of EPCO Holdings in these securities as a Class A limited partner in EPD PubCo I. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein.
- F7Within 30 days after February 22, 2020 (or an earlier vesting date), EPD PubCo I will be liquidated and expects to distribute to the Class A limited partner a total number of Common Units having a fair market value equal to $63,746,647.32, plus any accrued and unpaid Class A preferred return. Any remaining Common Units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPD PubCo I. The Class B limited partner interests are subject to forfeiture.
- F8These Common Units are owned directly by EPD PubCo Unit II L.P., a Delaware limited partnership ("EPD PubCo II"), established for the benefit of certain EPCO employees who are its Class B limited partners. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of EPD PubCo II. The Common Units are beneficially owned by EPCO and EPCO Holdings to the extent of the interest of EPCO Holdings in these securities as a Class A limited partner in EPD PubCo II. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein.
- F9Within 30 days after February 22, 2021 (or an earlier vesting date), EPD PubCo II will be liquidated and expects to distribute to the Class A limited partner a total number of Common Units having a fair market value equal to $66,348,575.18, plus any accrued and unpaid Class A preferred return. Any remaining Common Units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPD PubCo II. The Class B limited partner interests are subject to forfeiture.
Remarks
Transaction Code J - Other acquisition or disposition (describe transaction)