SEC Form 4 · accession 0001209191-18-061283
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
Dec 3, 2018
Accepted (ET)
Dec 6, 2018 · 4:37 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 | Dec 3, 2018 | J | 6,400,000 | $27.02 | D | 592,544,499 | I | By EPCO Holdings |
| Common Units Representing Limited Partnership InterestsF3,F4 | Dec 3, 2018 | J | 6,400,000 | $27.02 | A | 6,400,000 | I | By EPD IV |
| Common Units Representing Limited Partnership InterestsF2 | Dec 3, 2018 | J | 1,600,000 | $27.02 | D | 590,944,499 | I | By EPCO Holdings |
| Common Units Representing Limited Partnership InterestsF6,F7 | Dec 3, 2018 | J | 1,600,000 | $27.02 | A | 1,600,000 | I | By EPCO II |
| Common Units Representing Limited Partnership InterestsF8 | holding | — | — | — | 66,408,549 | I | By EPCO | |
| Common Units Representing Limited Partnership InterestsF9 | holding | — | — | — | 8,346,154 | I | By EPCO Investments | |
| Common Units Representing Limited Partnership InterestsF10,F11 | holding | — | — | — | 2,723,052 | I | By EPD PubCo I | |
| Common Units Representing Limited Partnership InterestsF12,F13 | holding | — | — | — | 2,834,198 | I | By EPD PubCo II | |
| Common Units Representing Limited Partnership InterestsF14,F15 | holding | — | — | — | 1,111,438 | I | By EPD PrivCo I | |
| Common Units Representing Limited Partnership InterestsF16,F17 | holding | — | — | — | 105,000 | I | By EPD PubCo III | |
| Common Units Representing Limited Partnership InterestsF18 | holding | — | — | — | 3,616,107 | I | By RDW Family Trust | |
| Common Units Representing Limited Partnership InterestsF19 | holding | — | — | — | 3,616,107 | I | By DGD Family Trust | |
| Common Units Representing Limited Partnership InterestsF20 | holding | — | — | — | 3,616,107 | I | By MDF Family Trust | |
| Common Units Representing Limited Partnership InterestsF21 | holding | — | — | — | 3,616,107 | I | By SDD Family Trust | |
| Common Units Representing Limited Partnership InterestsF22 | holding | — | — | — | 441,346 | I | By RLD Grantor Trust | |
| Common Units Representing Limited Partnership InterestsF23 | holding | — | — | — | 441,346 | I | By DGD Grantor Trust | |
| Common Units Representing Limited Partnership InterestsF24 | holding | — | — | — | 441,346 | I | By MDD Grantor Trust | |
| Common Units Representing Limited Partnership InterestsF25 | holding | — | — | — | 441,346 | I | By SDD Grantor Trust | |
| Common Units Representing Limited Partnership InterestsF26 | holding | — | — | — | 382,722 | I | By A&W Ltd. | |
| Common Units Representing Limited Partnership InterestsF27 | holding | — | — | — | 10,000 | I | By Chaswil, Ltd. | |
| Common Units Representing Limited Partnership Interests | holding | — | — | — | 9,090 | I | By spouse | |
| Common Units Representing Limited Partnership Interests | holding | — | — | — | 4,040 | I | Jointly with spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B limited partner interests in EPD IVF3,F1,F4,F28 | — | Dec 3, 2018 | J | 0 | D | — | — | Common Units | 6,400,000 | 0 | I |
| Class B limited partner interests in EPCO IIF6,F5,F7,F28,F29 | — | Dec 3, 2018 | J | 0 | D | — | — | Common Units | 1,600,000 | 0 | I |
Explanation of responses
- F1Disposition and acquisition by way of capital contribution of common units representing limited partner interests in the issuer ("Common Units") by EPCO Holdings, Inc. ("EPCO Holdings") to EPD 2018 Unit IV L.P., a Delaware limited partnership ("EPD IV"), in exchange for the Class A limited partner interest in EPD IV.
- F10These 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.
- F11Within 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. 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.
- F12These 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.
- F13Within 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. 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.
- F14These 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.
- F15Within 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. 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.
- F16These 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.
- F17Within 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. 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.
- F18These Common Units are owned directly by The Randa Duncan Williams 2018 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. Includes Common Units acquired in the issuer's distribution reinvestment plan.
- F19These Common Units are owned directly by The Dannine Gale Duncan 2018 Family Trust (the "DGD 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 DGD Family Trust, except to the extent of her pecuniary interest therein. Includes Common Units acquired in the issuer's distribution reinvestment plan.
- F2These Common Units are owned directly by EPCO Holdings, a direct wholly owned subsidiary of Enterprise Products Company ("EPCO"). Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO Holdings, except to the extent of her pecuniary interest therein. Includes Common Units acquired in the issuer's distribution reinvestment plan.
- F20These Common Units are owned directly by The Milane Duncan Frantz 2018 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. Includes Common Units acquired in the issuer's distribution reinvestment plan.
- F21These 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. Includes Common Units acquired in the issuer's distribution reinvestment plan.
- F22These Common Units are owned directly by The Randa Lynn Duncan 1990 Grantor Trust (the "RLD Grantor 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 RLD Grantor Trust, except to the extent of her pecuniary interest therein.
- F23These Common Units are owned directly by The Dannine Gale Duncan 1990 Grantor Trust (the "DGD Grantor 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 DGD Grantor Trust, except to the extent of her pecuniary interest therein.
- F24These Common Units are owned directly by The Milane Diane Duncan 1990 Grantor Trust (the "MDD Grantor 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 MDD Grantor Trust, except to the extent of her pecuniary interest therein.
- F25These Common Units are owned directly by The Scott Daniel Duncan 2000 Grantor Trust (the "SDD Grantor 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 Grantor Trust, except to the extent of her pecuniary interest therein.
- F26These 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. Includes Common Units acquired in the issuer's distribution reinvestment plan.
- F27These Common Units are owned directly 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.
- F28The reporting persons disclaim beneficial ownership over these securities, except to the extent of their pecuniary interest therein.
- F29The power of attorney under which this form was signed is on file with the Commission.
- F3These Common Units are owned directly by EPD IV, a Delaware limited partnership 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 IV. 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 IV. The Class A limited partner interest generally entitles the holder to a preferred return of $0.4325 per unit (subject to equitable adjustment in order to reflect any equity split, equity distribution or dividend, reverse split, combination, reclassification, recapitalization or other similar event affecting such Common Units). Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein.
- F4Within 30 days after December 3, 2023 (or an earlier vesting date), EPD IV 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 $172,928,000 (the fair market value (as defined) of the Common Units calculated as of December 3, 2018). 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 IV. The Class B limited partner interests are subject to forfeiture.
- F5Disposition and acquisition by way of capital contribution of Common Units by EPCO Holdings to EPCO Unit II L.P., a Delaware limited partnership ("EPCO II"), in exchange for the Class A limited partner interest in EPCO II.
- F6These Common Units are owned directly by EPCO II, a Delaware limited partnership 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 EPCO 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 EPCO II. The Class A limited partner interest generally entitles the holder to a preferred return of $0.4325 per unit (subject to equitable adjustment in order to reflect any equity split, equity distribution or dividend, reverse split, combination, reclassification, recapitalization or other similar event affecting such Common Units). Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein.
- F7Within 30 days after December 3, 2023 (or an earlier vesting date), EPCO 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 $43,232,000 (the fair market value (as defined) of the Common Units calculated as of December 3, 2018). 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 EPCO II. The Class B limited partner interests are subject to forfeiture.
- F8These 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.
- F9These Common Units are owned directly by EPCO Investments L.P. ("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.
Remarks
Transaction Code J - Other acquisition or disposition (describe transaction)