Statement of Changes in Beneficial Ownership (4)
19 April 2016 - 7:20AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Spectra Energy Corp.
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2. Issuer Name
and
Ticker or Trading Symbol
Spectra Energy Partners, LP
[
SEP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Director by Deputization
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(Last)
(First)
(Middle)
5400 WESTHEIMER COURT
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/14/2016
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(Street)
HOUSTON, TX 77056
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units representing limited partner interests
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4/14/2016
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A
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1358420
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A
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$45.96
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230489862
(1)
(2)
(3)
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I
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See footnotes
(1)
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On April 14, 2016, pursuant to the Common Purchase Unit Agreement, dated as of April 4, 2016, by and between the Issuer and Spectra Energy Corp ("Spectra Energy"), the Issuer agreed to issue and sell, and Spectra Energy agreed to purchase, through its wholly owned subsidiary, Spectra Energy Transmission, LLC ("SET"), 1,358,420 common units representing limited partnership interests in the Issuer, at a price per common unit of $45.96.
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(
2)
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As of April 14, 2016, giving effect to the reported transaction, SET owns a 56.9% limited partner interest in the Issuer. Spectra Energy Capital, LLC ("Spectra Energy Capital") owns 100% of SET and Spectra Energy owns 100% of Spectra Energy Capital. Accordingly, Spectra Energy, Spectra Energy Capital, and SET may be deemed to beneficially own all of the reported securities.
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(
3)
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As of April 8, 2016, Spectra Energy Partners (DE) GP, LP (the "General Partner") owns a 16.9% limited partner interest in the Issuer. Spectra Energy Partners GP, LLC ("SEP GP LLC") owns a 1% general partner interest in the General Partner, SET owns a 49.5% limited partner interest in the General Partner, and Spectra Energy Southeast Pipeline Corporation ("SE Southeast Pipeline") owns a 49.5% limited partner interest in the General Partner. SET owns 100% of each of SEP GP LLC and SE Southeast Pipeline, Spectra Energy Capital owns 100% of SET, and Spectra Energy owns 100% of Spectra Energy Capital. Accordingly, Spectra Energy, Spectra Energy Capital, SET, SE Southeast Pipeline, SEP GP LLC and the General Partner may be deemed to beneficially own some or all of the reported securities.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Spectra Energy Corp.
5400 WESTHEIMER COURT
HOUSTON, TX 77056
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X
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Director by Deputization
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Spectra Energy Capital, LLC
5400 WESTHEIMER COURT
HOUSTON, TX 77056
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X
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Spectra Energy Transmission, LLC
5400 WESTHEIMER COURT
HOUSTON, TX 77056
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X
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Spectra Energy Southeast Pipeline Corp.
5400 WESTHEIMER COURT
HOUSTON, TX 77056
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X
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Spectra Energy Partners GP, LLC
5400 WESTHEIMER COURT
HOUSTON, TX 77056
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X
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Spectra Energy Partners (DE) GP, LP
5400 WESTHEIMER COURT
HOUSTON, TX 77056
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X
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Signatures
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/s/ Annachiara Jones, Assistant Secretary for Spectra Energy Corp
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4/18/2016
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**
Signature of Reporting Person
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Date
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/s/ Annachiara Jones, Secretary for Spectra Energy Capital, LLC
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4/18/2016
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**
Signature of Reporting Person
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Date
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/s/ Annachiara Jones, Secretary for Spectra Energy Transmission, LLC
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4/18/2016
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**
Signature of Reporting Person
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Date
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/s/ Annachiara Jones, Secretary for Spectra Energy Southeast Pipeline Corporation
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4/18/2016
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**
Signature of Reporting Person
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Date
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/s/ Annachiara Jones, Assistant Secretary for Spectra Energy Partners GP, LLC
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4/18/2016
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**
Signature of Reporting Person
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Date
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/s/ Annachiara Jones, Assistant Secretary for Spectra Energy Partners GP, LLC, as general partner of Spectra Energy Partners (DE) GP, LP
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4/18/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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