| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
| 1100 LOUISIANA STREET, SUITE 3300 | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
ENBRIDGE ENERGY PARTNERS LP
[EEP] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | X | 10% Owner | | Officer (give title below) | | Other (specify below) | |
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3. Date of Earliest Transaction (Month/Day/Year)
08/15/2006 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 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 |
1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code
(Instr. 8) | 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) | 7. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | Amount | (A) or (D) | Price |
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Class A Common Units
| 12/04/2008 | | P | |
16,250,000
| A | $
30.76
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16,250,000
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D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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Class C Units
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| 08/15/2006 | | P | |
6,449,315
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Class A Units
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6,449,315
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D
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1. Name and Address of Reporting Person*
| 1100 LOUISIANA STREET, SUITE 3300 | |
(Street)
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1. Name and Address of Reporting Person*
| 3000, 425 - 1ST STREET SW | |
(Street)
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| Explanation of Responses: |
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Remarks:
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| Enbridge Energy Company, Inc. by Bruce A. Stevenson, Corporate Secretary | 12/08/2008 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * 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).
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| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| 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 Number. |
Exhibit 99.1
Information with Respect to Class A Common Units Underlying
Class C Units
On August 15, 2006, the Issuer issued and sold 5,434,783 Class C
Units to Enbridge Energy Company, Inc., a Delaware corporation and
the general partner of the Issuer (?EECI?), in a private transaction
exempt from registration under Section 4(2) of the Securities Act
of 1933, as amended. Until August 15, 2009, in lieu of cash
distributions, the holders of the Issuer?s Class C Units will
receive quarterly distributions of additional Class C Units with
a value equal to the quarterly cash distributions the Issuer pays
to the holders of its Class A Common Units and Class B Common Units
(referred to collectively as the ?common units?). The number of
additional Class C Units the Issuer will issue is determined by
dividing the quarterly cash distribution per unit it pays on its
common units by the average market price of a Class A Common Unit
as listed on the New York Stock Exchange for the 10-trading day
period immediately preceding the ex-dividend date for the Issuer?s
Class A Common Units multiplied by the number of Class C Units
outstanding on the record date. As a result, the number of Class
C Units and the percentage of the Issuer?s total units owned by
holders of the Class C Units will increase automatically under
the provisions of the Issuer?s partnership agreement. The cash
equivalent amount of the additional Class C Units is treated as
if it had actually been distributed for purposes of determining
the distributions to be made to EECI.
On August 15, 2009, the Class C Units will convert into Class A
Common Units on a one-for-one basis, subject to the satisfaction
of certain conditions.
The Issuer distributed 385,032 and 100,293 additional Class C Units
to EECI during the years ended December 31, 2007 and 2006,
respectively, in lieu of making cash distributions. During 2008
the Issuer has distributed 529,206 additional Class C Units to EECI
in lieu of making cash distributions. As of the date of this
Form 4, EECI owns 6,449,315 of the Issuer?s Class C Units, which,
subject to the limitations discussed above and more fully described
in the Issuer?s partnership agreement, are convertible into
6,449,315 Class A Common Units.
Exhibit 99.2
Joint Filer Information
These units are owned directly by Enbridge Energy Company, Inc.,
a Delaware corporation and the general partner of the Issuer, which
is a wholly owned subsidiary of Enbridge Pipelines Inc., a Canadian
corporation ("EPI"), which is a wholly owned subsidiary of IPL
System Inc., an Alberta corporation ("IPL"), which is a wholly
owned subsidiary of Enbridge Inc., a Canadian corporation
("Enbridge"). EPI, IPL and Enbridge are indirect beneficial
owners of the reported securities.
Name: Enbridge Inc.
Address: 3000, 425 First Street S.W.
Calgary, Alberta, Canada T2P 3L8
Designated Filer: Enbridge Energy Company, Inc.
Issuer & Ticker Symbol: Enbridge Energy Partners, L.P. (NYSE:EEP)
Date of Event
Requiring Statement: December 4, 2008
Signature: By:
Name:
Title:
Name: IPL System Inc.
Address: 3000, 425 First Street S.W.
Calgary, Alberta, Canada T2P 3L8
Designated Filer: Enbridge Energy Company, Inc.
Issuer & Ticker Symbol: Enbridge Energy Partners, L.P. (NYSE: EEP)
Date of Event
Requiring Statement: December 4, 2008
Signature: By:
Name:
Title:
Name: Enbridge Pipelines Inc.
Address: 3000, 425 First Street S.W.
Calgary, Alberta, Canada T2P 3L8
Designated Filer: Enbridge Energy Company, Inc.
Issuer & Ticker Symbol: Enbridge Energy Partners, L.P. (NYSE: EEP)
Date of Event
Requiring Statement: December 4, 2008
Signature: By:
Name:
Title: