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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 | |
| WILLIAMS RANDA DUNCAN 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002 |
X | |||
| Enterprise ETE LLC 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002 |
X | |||
| ENTERPRISE PRODUCTS PARTNERS L P 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002 |
X | |||
| Enterprise Products Holdings LLC 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002 |
X | |||
| Enterprise Products OLPGP, Inc. 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002 |
X | |||
| Enterprise Products Operating LLC 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002 |
X | |||
| Stephanie C. Hildebrandt, on behalf of Enterprise Products Partners L.P., Enterprise Products Operating LLC, Enterprise Products OLPGP, Inc., Enterprise Products Holdings LLC, and Enterprise ETE LLC, and Attorney-in-Fact on behalf of Randa Duncan Williams | 11/07/2011 | |
| **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) | Represents the weighted average sale price. The Common Units were sold at various prices ranging from $36.25 to $36.891. Financial information regarding the number of units sold at each price will be provided upon the request of the United States Securities and Exchange Commission staff, the issuer, or a security holder of the issuer. |
| (2) | These Common Units are owned directly by Enterprise ETE LLC ("Enterprise ETE"), a wholly owned subsidiary of Enterprise Products Operating LLC ("EPO"). EPO is an indirect wholly owned subsidiary of Enterprise Products Partners L.P. ("EPD") and currently owns 100% of the membership interests in Enterprise ETE. Enterprise Products OLPGP, Inc. ("Enterprise OLPGP") owns 0.001% of the membership interests in EPO. EPD owns 100% of the equity interests in Enterprise OLPGP and 99.999% of the membership interests in EPO. Enterprise Products Holdings LLC ("Holdings"), the general partner of EPD, owns the non-economic general partner interest in EPD. Dan Duncan LLC ("Duncan LLC") owns 100% of the membership interests in Holdings. Ms. Randa Duncan Williams is a voting trustee pursuant to the Dan Duncan LLC Voting Trust Agreement. The voting trustees collectively control 100% of the membership interests in Duncan LLC. (Continued in Footnote 3) |
| (3) | (Footnote 2 continued) Ms. Williams is also a beneficiary of the Estate of Dan L. Duncan, Deceased (the "Estate"), which holds a pecuniary interest in the membership interests of Duncan LLC. Ms. Williams disclaims beneficial ownership of the securities beneficially owned by Duncan LLC, Holdings or their controlled affiliates, except to the extent of her pecuniary interest. |
| (4) | Represents the weighted average sale price. The Common Units were sold at various prices ranging from $36.40 to $37.37. Financial information regarding the number of units sold at each price will be provided upon the request of the United States Securities and Exchange Commission staff, the issuer, or a security holder of the issuer. |
| (5) | Represents the weighted average sale price. The Common Units were sold at various prices ranging from $37.25 to $37.99. Financial information regarding the number of units sold at each price will be provided upon the request of the United States Securities and Exchange Commission staff, the issuer, or a security holder of the issuer. |
| (6) | These Common Units are owned directly by the Estate. Ms. Williams is a beneficiary of the Estate and was appointed a co-executor of the Estate on April 27, 2010. Ms. Williams disclaims any ownership of these securities, except to the extent of her pecuniary interest. |
| (7) | These Common Units are owned directly by DD Securities LLC ("DD Securities"). DD Securities is a wholly owned subsidiary of the Estate. Ms. Williams is a beneficiary of the Estate and was appointed a co-executor of the Estate on April 27, 2010. Ms. Williams disclaims any ownership of these securities, except to the extent of her pecuniary interest. |
| (8) | The power of attorney under which this form was signed is on file with the Commission. |
| Remarks: Transaction Code S - Open market or private sale of non-derivative or derivative security | |