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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Copano Energy, L.L.C. [ CPNO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/01/2013 | D(1) | 12,000 | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. Disposition in connection with the merger of Copano Energy, L.L.C. ("Copano") into a wholly owned subsidiary of Kinder Morgan Energy Partners, L.P. ("Kinder Morgan") effective on May 1, 2013. On April 30, 2013, the last trading day for the Copano common units, the closing price of Copano's common units was $40.21 per unit (the "Closing Price"), and the closing price of Kinder Morgan's common units was $88.45 per unit. Each Copano common unit outstanding was converted into the right to receive 0.4356 Kinder Morgan common units. |
Remarks: |
Mr. MacDougall is a partner of TPG Capital, L.P., which is affiliated with TPG Copenhagen, L.P. ("TPG Copenhagen"), a Delaware limited partnership that directly owned 13,549,940 of Copano's Series A Convertible Preferred Units (the "Preferred Units"), which became convertible into Copano common units at a conversion rate of 110% in connection with the merger. Immediately prior to the merger, TPG Copenhagen's Preferred Units converted into 14,904,934 Copano common units. Mr. MacDougall disclaims beneficial ownership of the Preferred Units (and the Copano common units issued upon conversion of the Preferred Units) that are or may be beneficially owned by TPG Copenhagen or any of its affiliates, including TPG Group Holdings (SBS) Advisors, Inc. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. MacDougall is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of Copano directly held by TPG Copenhagen or any of its affiliates. |
/s/ Angela S. Teer, attorney-in-fact | 05/03/2013 | |
** 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. | ||
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. |