| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENBRIDGE ENERGY PARTNERS LP [ EEP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class D Units (Limited Partner Interests) | (1) | 07/01/2014 | A | 66,100,000 | (1) | (1) | Class A Common Units (Limited Partner Interests) | 66,100,000 | $31.55(2) | 66,100,000 | D | ||||
| Class E Units (Limited Partner Interests) | (3) | 01/02/2015 | A | 18,114,975 | (3) | (3) | Class A Common Units (Limited Partner Interests) | 18,114,975 | $38.31(4) | 18,114,975 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each 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. |
| 2. The 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 |
| 3. Each 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. |
| 4. The 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. |
| /s/ Bruce A. Stevenson, Corporate Secretary of Enbridge Energy Company, Inc. | 01/06/2015 | |
| /s/ John K. Whelen, Executive Vice President & Chief Financial Officer of Enbridge Inc. | 01/06/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||