SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
ORDEMANN WILLIAM

(Last) (First) (Middle)
1100 LOUISIANA STREET
SUITE 1000

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2007
3. Issuer Name and Ticker or Trading Symbol
Enterprise GP Holdings L.P. [ EPE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Operating Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
08/07/2007
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Limited Partnership Interest in EPE Unit L.P. (1)(2) (2) Units 0(2) 0.00 D
Class B Limited Partnership Interest in EPE Unit III L.P. (3)(4) (4) Units 0(4) 0.00 D(5)
Explanation of Responses:
1. The reporting person is an owner of a Class B limited partner interest in EPE Unit L.P. ("EPE Unit"). EPE Unit owns directly 1,821,428 Units of Enterprise GP Holdings L.P. ("EPE"). EPE Unit is a Delaware limited partnership established for the benefit of certain EPCO, Inc. ("EPCO") employees who are its Class B limited partners. Duncan Family Interests, Inc. ("DFI") is the sole Class A limited partner and EPCO is the general partner of EPE Unit. The reporting person acquired these Class B limited partner interests in EPE Unit from a grant of such interests by EPCO, in its capacity as general partner of EPE Unit.
2. Unless extended, within 30 days of August 23, 2010 (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: (1) (a) the aggregate fair market value (as defined) of the Units acquired by EPE Unit (calculated as of the Vesting Date), minus (b) the sum of (i) the aggregate contributions of cash or cash equivalents made by the Class A limited partner plus (ii) any undistributed preferred return, divided by (2) the fair market value per Unit 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.
3. The reporting person is an owner of a Class B limited partner interest in EPE Unit III, L.P. ("EPE Unit III"). EPE Unit III owns directly 4,421,326 Units of Enterprise GP Holdings L.P. ("EPE"). EPE Unit III is a Delaware limited partnership established for the benefit of certain EPCO, Inc. ("EPCO") employees who are its Class B limited partners. Duncan Family Interests, Inc. ("DFI") is the sole Class A limited partner and EPCO is the general partner of EPE Unit III. The reporting person acquired these Class B limited partner interests in EPE Unit III from a grant of such interests by EPCO, in its capacity as general partner of EPE Unit III.
4. Unless extended, within 30 days of May 7, 2012 (or an earlier Vesting Date), EPE Unit III will be liquidated and will distribute to the Class B limited partners a total number of Units equal to: (1) (a) the aggregate fair market value (as defined) of the Units acquired by EPE Unit III (calculated as of the Vesting Date), minus (b) the sum of (i) the aggregate contributions of cash or cash equivalents made by the Class A limited partner plus (ii) any undistributed preferred return, divided by (2) the fair market value per Unit 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.
5. The power of attorney under which this form was signed is attached.
Remarks:
/s/Wendi S. Bickett, Attorney-in-Fact on behalf of William Ordemann 08/10/2010
** 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 5 (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).
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.
POWER OF ATTORNEY

KNOW ALL PERSONS BY THIS DOCUMENT:  That William Ordemann, has made,
constituted, and appointed, and by this document does make, constitute, and
appoint RICHARD H. BACHMANN, STEPHANIE C. HILDEBRANDT, CHRISTOPHER S. WADE, and
WENDI S. BICKETT, of the County of Harris, State of Texas, whose signatures are:


/s/Richard H. Bachmann
Richard H. Bachmann, Attorney-in-Fact


/s/Stephanie C. Hildebrandt
Stephanie C. Hildebrandt, Attorney-in-Fact


/s/Christopher S. Wade
Christopher S. Wade, Attorney-in-Fact


/s/Wendi S. Bickett
Wendi S. Bickett, Attorney-in-Fact

or any of them, signing singly, its true and lawful attorney-in-fact, and in its
name, place, and stead to:

1.	Execute, deliver and file on behalf of the undersigned, in the undersigned's
capacity as an officer of EPE Holdings, LLC, the sole general partner of
Enterprise GP Holdings L.P., (the "Company") any U.S. Securities and Exchange
Commission Form 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder with respect to holdings of or
trading in securities issued by the Company;

2.	Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
and timely file such form or any amendment thereto with the United States
Securities and Exchange Commission and any stock exchange or similar authority;
and

3.	Take any other action of any type whatsoever in connection with or in
furtherance of the matters described in paragraphs 1 and 2 above which in the
opinion of its attorney-in-fact may be of benefit to, and in the best interest
of, or legally required by, the undersigned.

Giving and granting to each such attorney-in-fact full power and authority to do
and perform every act necessary and proper to be done in the exercise of the
foregoing powers as fully as it might or could do if personally present, with
full power of substitution and revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that each
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

This Power of Attorney shall remain in effect until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless revoked by the
undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of August, 2009.


/s/William Ordemann
William Ordemann