SEC Form 4 · accession 0000899243-16-015708
Energy Transfer LP · ET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kelcy L Warren
Director · 10% Owner
Period of report
Mar 8, 2016
Accepted (ET)
Mar 10, 2016 · 5:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001276187
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SERIES A CONVERTIBLE PREFERRED UNITSF3,F1,F2 | $6.56 | Mar 8, 2016 | A | 25,848,220 | A | — | — | COMMON UNITS | — | 25,848,220 | D |
| SERIES A CONVERTIBLE PREFERRED UNITSF3,F4,F1,F2 | $6.56 | Mar 8, 2016 | A | 8,244,900 | A | — | — | COMMON UNITS | — | 8,244,900 | I |
| SERIES A CONVERTIBLE PREFERRED UNITSF3,F5,F1,F2 | $6.56 | Mar 8, 2016 | A | 264,806 | A | — | — | COMMON UNITS | — | 264,806 | I |
| SERIES A CONVERTIBLE PREFERRED UNITSF3,F6,F1,F2 | $6.56 | Mar 8, 2016 | A | 79,102,200 | A | — | — | COMMON UNITS | — | 79,102,200 | I |
| SERIES A CONVERTIBLE PREFERRED UNITSF3,F7,F1,F2 | $6.56 | Mar 8, 2016 | A | 73,853,816 | A | — | — | COMMON UNITS | — | 73,853,816 | I |
| SERIES A CONVERTIBLE PREFERRED UNITSF3,F1,F2 | $6.56 | Mar 8, 2016 | A | 84,000 | A | — | — | COMMON UNITS | — | 84,000 | I |
Explanation of responses
- F1The Series A Convertible Preferred Units (the "Convertible Units") representing limited partner interests in Energy Transfer Equity, L.P. (the "Partnership") will automatically convert on the first business day following the date that is the earliest of (a) May 18, 2018, (b) the date upon which all Convertible Units would be convertible into 136,612,021 common units representing limited partner interests in the Partnership ("common units"), (c) the date of a change of control of the Partnership or (d) the date of a dissolution of the Partnership (the "Conversion Date").
- F2On the Conversion Date, each Convertible Unit will automatically convert into common units, the number of which will be determined by dividing (a) the Conversion Value (as defined below) on that date by (b) $6.56. The conversion value of each Convertible Unit (the "Conversion Value") on the transaction date is zero, and the Conversion Value will increase each fiscal quarter in an amount equal to $0.285 less the cash distribution actually paid with respect to each Convertible Unit for such quarter (or, if prior to the closing of the Partnership's acquisition of The Williams Companies, Inc., or earlier termination of the merger agreement relating to such acquisition, with respect to each Participating Common Unit (as defined below)).
- F3One Convertible Unit was issued for each common unit (a "Participating Common Unit") that the holder validly elected to participate in a plan (the "Plan") to forgo a portion of future potential cash distributions on Participating Common Units for a period of up to nine fiscal quarters, commencing with distributions for the fiscal quarter ending March 31, 2016.
- F4The reported Convertible Units are owned directly by Kelcy Warren Partners II, LP, a limited partnership owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported Convertible Units except to the extent of his pecuniary interest therein.
- F5The reported Convertible Units are owned directly by ET Company, Ltd. and include 259,792 units attributable to Mr. Warren's limited partner interest, as well as 5,014 units attributable to Mr. Warren's general partner interest. Mr. Warren disclaims beneficial ownership of the reported Convertible Units except to the extent of his pecuniary interest therein.
- F6The reported Convertible Units are owned directly by Kelcy Warren Partners, LP, a limited partnership owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported Convertible Units except to the extent of his pecuniary interest therein.
- F7The reported Convertible Units are owned directly by Seven Bridges Holdings, LLC, a limited liability company owned by Mr. Warren. Mr. Warren disclaims beneficial ownership of the reported Convertible Units except to the extent of his pecuniary interest therein.