4//SEC Filing
DUNCAN DAN L 4
Accession 0001079482-09-000066
CIK 0001324592other
Filed
Nov 22, 7:00 PM ET
Accepted
Nov 23, 4:29 PM ET
Size
17.8 KB
Accession
0001079482-09-000066
Insider Transaction Report
Form 4
DUNCAN DAN L
DirectorChairman10% Owner
Transactions
- Purchase
Units Representing Limited Partnership Interests
2009-11-19$36.75/sh+18,876$693,784→ 250,000 total
Holdings
- 3,745,673(indirect: By DD Securities)
Units Representing Limited Partnership Interests
- 71,860,405(indirect: By DFI)
Units Representing Limited Partnership Interests
- 75,865(indirect: By EPCO Holdings)
Units Representing Limited Partnership Interests
- 25,162,804(indirect: By DFIGP)
Units Representing Limited Partnership Interests
- 4,421,326(indirect: By EPE Unit III)
Units Representing Limited Partnership Interests
- 243,071(indirect: By Trust)
Units Representing Limited Partnership Interests
- 881,836(indirect: By Enterprise Unit)
Units Representing Limited Partnership Interests
- 1,821,428(indirect: By EPE Unit)
Units Representing Limited Partnership Interests
- 40,725(indirect: By EPE Unit II)
Units Representing Limited Partnership Interests
Footnotes (13)
- [F1]These Units are owned by EPCO Holdings, Inc., an indirect, wholly owned subsidiary of EPCO, Inc. ("EPCO"); Dan L. Duncan owns 50.427% of the voting stock of EPCO.
- [F10]These Units are owned by DD Securities LLC ("DD Securities"). Dan L. Duncan is the sole member of DD Securities.
- [F11]These Units are owned directly by Enterprise Unit L.P. ("Enterprise Unit") and beneficially owned by the reporting persons to the extent of the interest of EPCO Holdings, Inc. ("EPCO Holdings") in these securities as a Class A limited partner in Enterprise Unit. The Class A limited partner interest generally entitles the holder to the amount of any contributions of cash or cash equivalents made by the Class A limited partner, as adjusted for the Class A limited partner to receive a preferred return rate equal to 5% per annum from February 20, 2008. The reporting persons disclaim beneficial ownership of the securities held by Enterprise Unit, except to the extent of their pecuniary interest in the securities. Unless extended, within 30 days after February 20, 2014 (or an earlier Vesting Date), Enterprise Unit will be liquidated and expects to distribute to the Class B limited partners a total number of Units equal to (i) [continued in footnote 10]
- [F12](i) [continuted from footnote 9] the total number of Units acquired by Enterprise Unit minus (ii) the quotient of one-half of the aggregate contributions of cash or cash equivalents made by the Class A limited partner, plus (iii) any undistributed preferred return, divided by (iv) the fair market value (as defined) of the Units calculated as of the Vesting Date. The remaining Units will be distributed to EPCO Holdings as the Class A limited partner.
- [F13]The power of attorney under which this form was signed is on file with the Commission.
- [F2]These Units are owned by Duncan Family Interests, Inc. ("DFI") an indirect wholly owned subsidiary of EPCO.
- [F3]These Units are owned by DFI GP Holdings, L.P. ("DFIGP") an indirect subsidiary of EPCO.
- [F4]These Units are owned by the Duncan Family 2000 Trust (the "2000 Trust") of which EPCO is the grantor.
- [F5]These Units are owned by EPE Unit, L.P. ("EPE Unit") a limited partnership established for the benefit of certain EPCO employees who are its Class B limited partners. DFI is the sole Class A limited partner and EPCO is the general partner of EPE Unit. EPE Unit owns 1,821,428 Units. Unless extended, on November 9, 2012 (or an earlier Vesting Date), EPE Unit will be liquidated and will distribute to the Class B limited partners a total number of Units equal to approximately 1,821,428 minus the quotient of $51,000,000 divided by the market price (as defined) of the Units on the Vesting Date. The remaining Units will be distributed to DFI as the Class A limited partner.
- [F6]These Units are directly owned by EPE Unit II L.P. ("EPE Unit II") and beneficially owned by the reporting persons to the extent of the interest of DFI in these securities as a Class A limited partner in EPE Unit II. The Class A limited partner interest generally entitles the holder to $1,500,000 as adjusted for the Class A limited partner to receive a preferred return equal to 6-1/4% per annum from December 5, 2006. The reporting persons disclaim beneficial ownership of the securities held by EPE Unit II, except to the extent of their pecuurniary interest in the securities. Unless extended, on February 10, 2014 (or an earlier Vesting Date), EPE Unit II will be liquidated and expects to distribute to the Class B limited partner a total number of Units equal to (i) the total number of Units acquired by EPE Unit II minus (ii) the quotient of (a) $1,500,000 plus any undistributed preferred return divided by (b) the fair market value (as defined) [continued in footnote 7]
- [F7][continued from footnote 6] of the Units calculated as of the Vesting Date. The remaining Units will be distributed to DFI as the Class A limited partner. The Class B limited partner interest is subject to forfeiture.
- [F8]These Units are directly owned by EPE Unit III L.P.("EPE Unit III") and beneficially owned by the reporting persons to the extent of the interest of DFI in these securities as a Class A limited partner in EPE Unit III. The Class A limited partner interest generally entitles the holder to $169,999,985 as adjusted for the Class A limited partner to receive a preferred return equal to (i) 3.797% divided by (ii) $38.45, divided by 365 or 366 days, as the case may be during such calendar year, from May 7, 2007. The reporting persons disclaim beneficial ownership of the securities held by EPE Unit III, except to the extent of their pecuniary interest in the securities. Unless extended, on May 9, 2014 (or an earlier Vesting Date), EPE Unit III will be liquidated and expects to distribute to the Class B limited partner a total number of Units equal to (i) the total number of Units acquired by EPE Unit III minus (ii) the quotient [continued in footnote 9]
- [F9][continued from footnote 8] of (a) $169,999,985 plus any undistributed preferred return divided by (b) the fairmarket value (as defined) of the Units calculated as of the Vesting Date. The remaining Units will be distributed to DFI as the Class A limited partner. The Class B limited partner interest is subject to forfeiture.
Documents
Issuer
Enterprise GP Holdings L.P.
CIK 0001324592
Entity typeother
Related Parties
1- filerCIK 0001079482
Filing Metadata
- Form type
- 4
- Filed
- Nov 22, 7:00 PM ET
- Accepted
- Nov 23, 4:29 PM ET
- Size
- 17.8 KB