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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Spectra Energy Corp. 5400 WESTHEIMER COURT HOUSTON, TX 77056 |
X | Parent of General Partner | ||
Spectra Energy Capital, LLC 5400 WESTHEIMER COURT HOUSTON, TX 77056 |
X | |||
Spectra Energy Transmission, LLC 5400 WESTHEIMER COURT HOUSTON, TX 77056 |
X | |||
Spectra Energy Southeast Pipeline Corp. 5400 WESTHEIMER COURT HOUSTON, TX 77056 |
X | |||
Spectra Energy Partners GP, LLC 5400 WESTHEIMER COURT HOUSTON, TX 77056 |
X | |||
Spectra Energy Partners (DE) GP, LP 5400 WESTHEIMER COURT HOUSTON, TX 77056 |
X |
/s/ Emily Strait, Assistant Secretary for Spectra Energy Corp. | 11/02/2012 | |
**Signature of Reporting Person | Date | |
/s/ Emily Strait, Assistant Secretary for Spectra Energy Capital LLC | 11/02/2012 | |
**Signature of Reporting Person | Date | |
/s/ Emily Strait, Assistant Secretary for Spectra Energy Transmission, LLC | 11/02/2012 | |
**Signature of Reporting Person | Date | |
/s/ Allison McHenry, Assistant Secretary for Spectra Energy Southeast Pipeline Corp. | 11/02/2012 | |
**Signature of Reporting Person | Date | |
/s/ Emily Strait, Assistant Secretary for Spectra Energy Partners GP, LLC | 11/02/2012 | |
**Signature of Reporting Person | Date | |
/s/ Emily Strait, Assistant Secretary for Spectra Energy Partners GP, LLC, as general partner of Spectra Energy Partners (DE) GP, LP | 11/02/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On October 31, 2012, in connection with the closing of the transactions contemplated by the Contribution Agreement, dated October 24, 2012, between the Issuer and Spectra Energy Partners (DE) GP, LP, the general partner of the Issuer (the "General Partner"), the Issuer acquired all of the limited liability company interests in Westcoast Energy (U.S.) LLC ("WEUS") for aggregate consideration of approximately $375 million. The consideration consisted of 1,806,583 Common Units and 36,869 general partner units of the Issuer issued to the General Partner and approximately $319 million in cash. The general partner of the General Partner is Spectra Energy Partners GP, LLC, a wholly owned subsidiary of Spectra Energy Transmission, LLC ("SET"). SET is wholly owned by Spectra Energy Capital, LLC ("Spectra Capital"), which is wholly owned by Spectra Energy Corp ("SE Corp"). (continued in Footnote 2) |
(2) | (continued from Footnote 1) WEUS owns a 38.76% interest in Maritimes & Northeast Pipeline, L.L.C. ("M&N U.S."), which in turn owns and indirectly operates the portion of the Maritimes & Northeast Pipeline natural gas transmission system located in the U.S. (approximately 338 miles of mainline pipeline, with a mainline capacity of 0.8 Bcf/day). M&N U.S. has approximately $439 million in outstanding indebtedness, 38.76% of which is $170 million. |
(3) | As of October 30, 2012, SET owns a 17.6% LP interest in the Issuer. Spectra Capital owns 100% of SET and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital and SET may be deemed to beneficially own all of the reported securities. |
(4) | As of October 30, 2012, Spectra Energy Southeast Pipeline Corporation ("SE Southeast Pipeline") owns a 45.6% LP interest in the Issuer. SET owns 100% of SE Southeast Pipeline, Spectra Capital owns 100% of SET and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital, SET and SE Southeast Pipeline may be deemed to beneficially own all of the reported securities. |