SEC Form 4 · accession 0001209191-15-002620
ENBRIDGE ENERGY PARTNERS LP · EEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 1, 2014
Accepted (ET)
Jan 6, 2015 · 8:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000880285
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class D Units (Limited Partner Interests)F2,F1 | — | Jul 1, 2014 | A | 66,100,000 | A | — | — | Class A Common Units (Limited Partner Interests) | 66,100,000 | 66,100,000 | D |
| Class E Units (Limited Partner Interests)F4,F3 | — | Jan 2, 2015 | A | 18,114,975 | A | — | — | Class A Common Units (Limited Partner Interests) | 18,114,975 | 18,114,975 | D |
Explanation of responses
- F1Each Class D Unit is convertible at the sole election of the holder thereof into a Class A Common Unit of the Issuer on a one-for-one basis at any time after July 1, 2019. The Class D Units do not have an expiration date; however, they may be redeemed in whole or in part by Enbridge Energy Partners, L.P. ("EEP") after the 30 year anniversary of issuance at EEP's option for either a cash amount equal to the notional value per unit or newly issued Class A common units of EEP with an aggregate market value at redemption equal to 105% of the aggregate notional value of the Class D Units being redeemed.
- F2The price of derivative security for the Class D Units represents the notional value of the Class D Units at June 18, 2014 of $31.35 per unit, which was the closing price of the Class A common units of EEP on June 17, 2014
- F3Each Class E Unit is convertible at the sole election of the holder thereof into a Class A Common Unit of the Issuer on a one-for-one basis at any time after January 2, 2015. The Class E Units do not have an expiration date; however, they may be redeemed in whole or in part by EEP after the 30 year anniversary of issuance at EEP's option for either a cash amount equal to the notional value per unit or newly issued Class A common units of EEP with an aggregate market value at redemption equal to 105% of the aggregate notional value of the Class D Units being redeemed.
- F4The price of derivative security for the Class E Units represents the notional value of the Class E Units at December 23, 2014 of $38.31 per unit, which was determined based on the trailing five-day volume-weighted average price of the Class A common units of EEP.
Remarks
Enbridge Energy Company, Inc. ("EECI") is indirectly owned by Enbridge Inc. ("Enbridge"). As a result, Enbridge may be deemed to indirectly beneficially own the securities of the Issuer held by EECI and reported herein, but disclaims beneficial ownership except to the extent of its respective pecuniary interests therein.