SEC Form 4
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
or Section 30(h) of the Investment Company Act of 1940
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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*
WILLIAMS RANDA DUNCAN

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

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE PRODUCTS PARTNERS L P [ EPD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2016
4. 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 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
Common Units Representing Limited Partnership Interests 01/04/2016 P 957,564 A $26.11 3,330,619 I By RDW Family Trust (1)
Common Units Representing Limited Partnership Interests 01/04/2016 P 957,564 A $26.11 3,330,619 I By DDA Family Trust (2)
Common Units Representing Limited Partnership Interests 01/04/2016 P 957,564 A $26.11 3,330,619 I By MDF Family Trust (3)
Common Units Representing Limited Partnership Interests 01/04/2016 P 957,564 A $26.11 3,330,619 I By SDD Family Trust (4)
Common Units Representing Limited Partnership Interests 33,708,091 I By EPCO Investments (5)
Common Units Representing Limited Partnership Interests 1,046,612 I By EPCO (6)
Common Units Representing Limited Partnership Interests 550,428,808 I By EPCO Holdings (7)
Common Units Representing Limited Partnership Interests 41,762 I By DDLLC (8)
Common Units Representing Limited Partnership Interests 81,688,412 I By DFI GP Holdings (9)
Common Units Representing Limited Partnership Interests 326,000 I By A&W Ltd. (10)
Common Units Representing Limited Partnership Interests 9,090 I By spouse
Common Units Representing Limited Partnership Interests 4,040 I Jointly with spouse (11)
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. These common units are owned directly by The Randa Duncan Williams 2003 Family Trust (the "RDW Family Trust"). Ms. Williams does not serve as a trustee of the RDW Family Trust and therefore disclaims beneficial ownership of the common units owned directly by the RDW Family Trust.
2. These common units are owned directly by The Dannine Duncan Avara 2003 Family Trust (the "DDA Family Trust"), for which Ms. Williams serves as a trustee. Ms. Williams disclaims beneficial ownership of the common units owned directly by the DDA Family Trust, except to the extent of her pecuniary interest therein.
3. These common units are owned directly by The Milane Duncan Frantz 2003 Family Trust (the "MDF Family Trust"), for which Ms. Williams serves as a trustee. Ms. Williams disclaims beneficial ownership of the common units owned directly by the MDF Family Trust, except to the extent of her pecuniary interest therein.
4. These common units are owned directly by The Scott D. Duncan 2003 Family Trust (the "SDD Family Trust"), for which Ms. Williams serves as a trustee. Ms. Williams disclaims beneficial ownership of the common units owned directly by the SDD Family Trust, except to the extent of her pecuniary interest therein.
5. These common units are owned directly by EPCO Investments, LLC ("EPCO Investments"), a direct wholly owned subsidiary of Enterprise Products Company ("EPCO"). Ms. Williams disclaims beneficial ownership of the common units owned directly by EPCO Investments, except to the extent of her pecuniary interest therein.
6. These common units are owned directly by EPCO. Ms. Williams serves as one of three voting trustees who collectively have voting and dispositive power over a majority of the outstanding voting stock of EPCO. Ms. Williams disclaims beneficial ownership of the common units owned directly by EPCO, except to the extent of her pecuniary interest therein.
7. These common units are owned directly by EPCO Holdings, Inc. ("EPCO Holdings"), a direct wholly owned subsidiary of EPCO. Ms. Williams disclaims beneficial ownership of the common units owned directly by EPCO Holdings, except to the extent of her pecuniary interest therein. Includes common units previously owned directly by Duncan Family Interests, Inc. ("DFI"), a former wholly owned subsidiary of EPCO Holdings. DFI merged with and into EPCO Holdings (with EPCO Holdings surviving the merger) effective as of December 31, 2015. Includes common units acquired in the issuer's distribution reinvestment plan.
8. These common units are owned directly by Dan Duncan LLC ("DDLLC"), which directly owns 100% of the outstanding membership interests of Enterprise Products Holdings LLC, the issuer's general partner. Ms. Williams serves as one of three voting trustees who collectively have voting and dispositive power over 100% of the membership interests of DDLLC. Ms. Williams disclaims beneficial ownership of the common units owned directly by DDLLC, except to the extent of her pecuniary interest therein.
9. These common units are owned directly by DFI GP Holdings, L.P. ("DFI GP Holdings"). DFI Holdings, LLC ("DFI Holdings") is the general partner of DFI GP Holdings, and DDLLC and EPCO Holdings are limited partners of DFI GP Holdings. DFI Holdings is a direct wholly owned subsidiary of DDLLC. Ms. Williams disclaims beneficial ownership of the common units owned directly by DFI GP Holdings, except to the extent of her pecuniary interest therein.
10. These common units are owned directly by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams' spouse. Ms. Williams disclaims beneficial ownership of the common units owned directly by A&W Ltd., except to the extent of her pecuniary interest therein.
11. The power of attorney under which this form was signed is on file with the Commission.
Remarks:
Transaction Code P - Open market or private purchase of non-derivative or derivative security
/s/Wendi S. Bickett, Attorney-in-Fact on behalf of Randa Duncan Williams 01/04/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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