SEC Form 4 · accession 0001209191-17-067613
Energy Transfer LP · ET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard D Brannon
Director
Period of report
Dec 27, 2017
Accepted (ET)
Dec 29, 2017 · 12:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001276187
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1 | Dec 27, 2017 | D | 7,716 | $0.00 | D | 38,400 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF4 | — | Dec 27, 2017 | A | 2,500 | A | — | — | Common Units | 2,500 | 2,500 | D |
| Phantom UnitsF5 | — | Dec 27, 2017 | A | 5,216 | A | — | — | Common Units | 5,216 | 7,716 | D |
| Series A Convertible Preferred UnitsF2,F3 | — | holding | — | — | — | — | — | Common Units | — | 38,400 | D |
Explanation of responses
- F1These common units, previously granted in connection with an award of restricted units under the Partnership's original long-term incentive plan, are being replaced with an award of phantom units in accordance with the Exchange and Rescission Agreement by and between the reporting person and the Partnership.
- 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)).
- F3The 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").
- F4An award of phantom units granted under the Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan scheduled to vest 60% on January 2, 2019 and 40% on January 2, 2021 that may vest in Partnership units, cash or other securities and is generally contingent upon the reporting person's continued service on the Board of the general partner of the Partnership on each applicable vesting date. The Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan - approved by the Board of Directors of the Partnership on December 20, 2017 - is pending approval by a majority of the ETE unitholders.
- F5An award of phantom units granted under the Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan scheduled to vest 60% on January 2, 2020 and 40% on January 2, 2022 that may vest in Partnership units, cash or other securities and is generally contingent upon the reporting person's continued service on the Board of the general partner of the Partnership on each applicable vesting date. The Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan - approved by the Board of Directors of the Partnership on December 20, 2017 - is pending approval by a majority of the ETE unitholders.