SEC Filing | Enterprise Products Partners L.P.

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SEC FORM 3 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^*

Nelly Christian M.

(Last)

(First)

(Middle)

1100 LOUISIANA STREET

SUITE 1000

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2020

3. Issuer Name and Ticker or Trading Symbol
ENTERPRISE PRODUCTS PARTNERS L.P. [ EPD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP-Finance and Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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)
Common Units Representing Limited Partnership Interests	66,338	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Units	⁽¹⁾	⁽¹⁾	Common Units	2,462	⁽²⁾	D
Phantom Units	⁽³⁾	⁽³⁾	Common Units	4,510	⁽²⁾	D
Phantom Units	⁽⁴⁾	⁽⁴⁾	Common Units	11,250	⁽²⁾	D
Phantom Units	⁽⁵⁾	⁽⁵⁾	Common Units	25,000	⁽²⁾	D
Class B limited partner interest in EPD PubCo II	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Units	0⁽⁷⁾	0.00⁽⁷⁾	D
Class B limited partner interest in EPD IV	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Units	0⁽⁹⁾	0.00⁽⁹⁾	D⁽¹⁰⁾

Explanation of Responses:

1. These phantom units vest in one remaining annual installment on February 16, 2020. The remaining annual installment will expire upon vesting and settlement thereof in exchange for an equal number of Enterprise Products Partners L.P. ("EPD") common units.

2. Each phantom unit is the economic equivalent of one EPD common unit.

3. These phantom units vest in two remaining equal annual installments beginning on February 16, 2020. Each remaining annual installment will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units.

4. These phantom units vest in three remaining equal annual installments beginning on February 16, 2020. Each remaining annual installment will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units.

5. These phantom units vest in four equal annual installments beginning on February 16, 2020. Each annual installment will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units.

6. The reporting person is an owner of a Class B limited partner interest in EPD PubCo Unit II L.P. ("EPD PubCo II"), a Delaware limited partnership established for the benefit of certain employees of Enterprise Products Company ("EPCO"). EPD PubCo II owns directly 2,834,198 EPD common units. EPCO Holdings, Inc. ("EPCO Holdings"), a wholly owned subsidiary of EPCO, is the sole Class A limited partner and EPCO is the general partner of EPD PubCo II. The reporting person acquired the Class B limited partner interest in EPD PubCo II from a grant of such interest by EPCO, in its capacity as general partner of EPD PubCo II, in accordance with its limited partnership agreement.

7. Within 30 days after February 22, 2021 (or an earlier vesting date), EPD PubCo II will be liquidated and expects to distribute to the Class A limited partner a total number of common units having a fair market value equal to $66,348,575.18. Any remaining common units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPD PubCo II. The Class B limited partner interests are subject to forfeiture.

8. The reporting person is an owner of a Class B limited partner interest in EPD 2018 Unit IV L.P. ("EPD IV"), a Delaware limited partnership established for the benefit of certain employees of EPCO. EPD IV owns directly 6,400,000 EPD common units. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of EPD IV. The reporting person acquired the Class B limited partner interest in EPD IV from a grant of such interest by EPCO, in its capacity as general partner of EPD IV, in accordance with its limited partnership agreement.

9. Within 30 days after December 3, 2023 (or an earlier vesting date), EPD IV will be liquidated and expects to distribute to the Class A limited partner a total number of common units having a fair market value equal to $172,928,000.00. Any remaining common units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPD IV. The Class B limited partner interests are subject to forfeiture.

10. The power of attorney under which this form was signed is attached.

Remarks:

	/s/Wendi S. Bickett, Attorney-in-Fact on behalf of Christian M. Nelly	02/06/2020
	** 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 Christian M. Nelly has made,
constituted, and appointed, and by this document does make, constitute, and
appoint CHRISTOPHER S. WADE and WENDI S. BICKETT, of the County of Harris, State
of Texas, whose signatures are:


/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 a director and/or officer of Enterprise Products Holdings LLC, the
sole general partner of Enterprise Products Partners 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 30th day of January, 2020.



							/s/Christian M. Nelly
							Christian M. Nelly