LAWING DOUGLAS L 4

Accession 0001127602-13-015618

CIK 0001297067other

View on SEC.gov Company Profile

Filed

May 2, 8:00 PM ET

Accepted

May 3, 9:16 PM ET

Size

54.9 KB

Accession

0001127602-13-015618

Insider Transaction Report

Form 4

Period: 2013-05-01

Copano Energy, L.L.C.CPNO

LAWING DOUGLAS L

SVP & General Counsel

Transactions

Exercise/Conversion
Common Units
2013-05-01+2,200→ 100,925 total
Exercise/Conversion
Common Units
2013-05-01+1,266→ 111,451 total
Exercise/Conversion
Common Units
2013-05-01+3,573→ 120,384 total
Exercise/Conversion
Common Units
2013-05-01+6,470→ 133,324 total
Disposition to Issuer
Common Units
2013-05-01−701,069→ 0 total(indirect: By Frio Partners, Inc.)
Exercise/Conversion
Phantom Units
2013-05-01−6,470→ 0 total
→ Common Units (6,470 underlying)
Exercise/Conversion
Common Units
2013-05-01+412→ 65,725 total
Exercise/Conversion
Common Units
2013-05-01$15.09/sh+4,760$71,828→ 105,685 total
Exercise/Conversion
Common Units
2013-05-01+6,470→ 126,854 total
Disposition to Issuer
Common Units
2013-05-01−821,693→ 0 total(indirect: By Estate of John R. Eckel, Jr.)
Exercise/Conversion
Phantom Units
2013-05-01−412→ 0 total
→ Common Units (412 underlying)
Exercise/Conversion
Phantom Units
2013-05-01−4,500→ 0 total
From: 2013-05-15→ Common Units (4,500 underlying)
Exercise/Conversion
Phantom Units
2013-05-01−1,266→ 0 total
→ Common Units (1,266 underlying)
Exercise/Conversion
Phantom Units
2013-05-01−5,360→ 0 total
From: 2014-05-15→ Common Units (5,360 underlying)
Exercise/Conversion
Phantom Units
2013-05-01−6,470→ 0 total
From: 2015-05-15→ Common Units (6,470 underlying)
Exercise/Conversion
Common Units
2013-05-01+33,000→ 98,725 total
Exercise/Conversion
Common Units
2013-05-01+4,500→ 110,185 total
Exercise/Conversion
Phantom Units
2013-05-01−33,000→ 0 total
From: 2013-08-01→ Common Units (33,000 underlying)
Exercise/Conversion
Phantom Units
2013-05-01−2,200→ 0 total
→ Common Units (2,200 underlying)
Tax Payment
Common Units
2013-05-01$40.21/sh−6,529$262,531→ 126,795 total
Exercise/Conversion
Common Unit Option (Right to Buy)
2013-05-01−8,200→ 0 total
Exercise: $23.25→ Common Units (8,200 underlying)
Exercise/Conversion
Common Units
2013-05-01$23.25/sh+8,200$190,691→ 65,313 total
Exercise/Conversion
Common Units
2013-05-01+5,360→ 116,811 total
Disposition to Issuer
Common Units
2013-05-01−126,795→ 0 total
Exercise/Conversion
Unit Appreciation Rights
2013-05-01−4,760→ 0 total
Exercise: $15.09→ Common Units (4,760 underlying)
Exercise/Conversion
Phantom Units
2013-05-01−3,573→ 0 total
→ Common Units (3,573 underlying)

Holdings

Common Units
(indirect: By Trust)
0
Common Units
(indirect: By Copano Partners, L.P.)
0

Footnotes (19)

[F1]All transactions reported occurred in connection with the merger of Copano Energy, L.L.C. ("Copano") into a wholly owned subsidiary of Kinder Morgan Energy Partners, L.P. ("Kinder Morgan") effective on May 1, 2013. On April 30, 2013, the last trading day for the Copano common units, the closing price of Copano's common units was $40.21 per unit (the "Closing Price"), and the closing price of Kinder Morgan's common units was $88.45 per unit. Each Copano common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings and net exercises, was converted into the right to receive 0.4356 Kinder Morgan common units.
[F10]Each phantom unit is the economic equivalent of one common unit. Phantom units are settled in common units on the date of vesting.
[F11]Phantom units were scheduled to vest in five equal annual installments commencing May 15, 2009.
[F12]Phantom units were scheduled to cliff vest on the date specified.
[F13]Phantom units were scheduled to vest in five equal annual installments commencing May 15, 2010.
[F14]Unit appreciation rights were scheduled to vest in five equal annual installments commencing January 1, 2010.
[F15]Vested unit appreciation rights remain exercisable for a period beginning on the vesting date and ending on March 15th of the calendar year following the year of vesting.
[F16]Phantom units were scheduled to cliff vest upon achievement of a specified performance goal.
[F17]Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2011.
[F18]Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2012.
[F19]Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2013.
[F2]Immediately prior to the merger, options were deemed net exercised for a number of whole Copano common units having a value equal to the Closing Price multiplied by the number of such options, less the aggregate exercise price for such options, and rounded down to the nearest whole Copano unit.
[F3]Immediately prior to the merger, each phantom unit vested in full (in the case of performance-based phantom units, based on a target earned percentage of 100%), and a Copano common unit was deemed issued in settlement thereof.
[F4]Immediately prior to the merger, unit appreciation rights were deemed net exercised for a number of whole Copano common units having a value equal to the Closing Price multiplied by the number of such unit appreciation rights, less the aggregate exercise price for such unit appreciation rights, and rounded down to the nearest whole Copano unit.
[F5]Mr. Lawing serves as personal representative of the Eckel Estate.
[F6]These units are owned directly by Frio Partners, Inc. which is a wholly owned subsidiary of FDEC Equipment Company, which is a wholly owned subsidiary of Frio USA, Inc. which is a wholly owned subsidiary of Frio Drilling & Exploration Co., which is wholly owned by Frio Management Trust. The Eckel Estate is the sole beneficiary of this trust.
[F7]Mr. Lawing is a trustee and the sole beneficiary of CBT 11.
[F8]Mr. Lawing disclaims beneficial ownership of 2,890,752 of indirectly owned common units, which represent the portion of these securities in which Mr. Lawing does not have a pecuniary interest.
[F9]Options vested in five equal annual installments commencing on May 25, 2007 and have a ten-year term.

Documents

1 file

4
form4.xmlPrimary
PRIMARY DOCUMENT

Issuer

Copano Energy, L.L.C.

CIK 0001297067

→

Entity typeother

Related Parties

filerCIK 0001307966

Filing Metadata

Form type: 4
Filed: May 2, 8:00 PM ET
Accepted: May 3, 9:16 PM ET
Size: 54.9 KB

View on SEC.gov