SEC FORM 4

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^*

NORTHCUTT R BRUCE

(Last)

(First)

(Middle)

1200 SMITH STREET

SUITE 2300

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	05/01/2013		M⁽¹⁾⁽²⁾		30,000	A	$10⁽²⁾	270,034	D
Common Units	05/01/2013		M⁽¹⁾⁽²⁾		15,620	A	$23.255⁽²⁾	285,654	D
Common Units	05/01/2013		M⁽¹⁾⁽³⁾		714	A	$0	286,368	D
Common Units	05/01/2013		M⁽¹⁾⁽³⁾		50,000	A	$0	336,368	D
Common Units	05/01/2013		M⁽¹⁾⁽³⁾		3,520	A	$0	339,888	D
Common Units	05/01/2013		M⁽¹⁾⁽⁴⁾		7,640	A	$15.09⁽⁴⁾	347,528	D
Common Units	05/01/2013		M⁽¹⁾⁽³⁾		12,500	A	$0	360,028	D
Common Units	05/01/2013		M⁽¹⁾⁽³⁾		13,500	A	$0	373,528	D
Common Units	05/01/2013		M⁽¹⁾⁽³⁾		3,866	A	$0	377,394	D
Common Units	05/01/2013		M⁽¹⁾⁽³⁾		13,530	A	$0	390,924	D
Common Units	05/01/2013		M⁽¹⁾⁽³⁾		9,020	A	$0	399,944	D
Common Units	05/01/2013		M⁽¹⁾⁽³⁾		16,750	A	$0	416,694	D
Common Units	05/01/2013		M⁽¹⁾⁽³⁾		16,750	A	$0	433,444	D
Common Units	05/01/2013		F⁽¹⁾⁽²⁾⁽⁴⁾		19,362	D	$40.21⁽²⁾⁽⁴⁾	414,082	D
Common Units	05/01/2013		D⁽¹⁾		414,082	D	⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Unit Option (Right to Buy)	$10	05/01/2013		M⁽¹⁾⁽²⁾			30,000	⁽⁵⁾	⁽⁶⁾	Common Units	30,000	⁽²⁾	0	D
Common Unit Option (Right to Buy)	$23.255	05/01/2013		M⁽¹⁾⁽²⁾			15,620	⁽⁷⁾	⁽⁷⁾	Common Units	15,620	⁽²⁾	0	D
Phantom Units	⁽⁸⁾	05/01/2013		M⁽¹⁾⁽³⁾			714	⁽⁹⁾	⁽⁸⁾	Common Units	714	$0	0	D
Phantom Units	⁽⁸⁾	05/01/2013		M⁽¹⁾⁽³⁾			50,000	08/01/2013⁽¹⁰⁾	⁽⁸⁾	Common Units	50,000	$0	0	D
Phantom Units	⁽⁸⁾	05/01/2013		M⁽¹⁾⁽³⁾			3,520	⁽¹¹⁾	⁽⁸⁾	Common Units	3,520	$0	0	D
Unit Appreciation Rights	$15.09	05/01/2013		M⁽¹⁾⁽⁴⁾			7,640	⁽¹²⁾	⁽¹³⁾	Common Units	7,640	⁽⁴⁾	0	D
Phantom Units	⁽⁸⁾	05/01/2013		M⁽¹⁾⁽³⁾			12,500	12/01/2015⁽¹⁴⁾	⁽⁸⁾	Common Units	12,500	$0	0	D
Phantom Units	⁽⁸⁾	05/01/2013		M⁽¹⁾⁽³⁾			13,500	05/15/2013⁽¹⁵⁾	⁽⁸⁾	Common Units	13,500	$0	0	D
Phantom Units	⁽⁸⁾	05/01/2013		M⁽¹⁾⁽³⁾			3,866	⁽¹⁶⁾	⁽⁸⁾	Common Units	3,866	$0	0	D
Phantom Units	⁽⁸⁾	05/01/2013		M⁽¹⁾⁽³⁾			13,530	05/15/2014⁽¹⁷⁾	⁽⁸⁾	Common Units	13,530	$0	0	D
Phantom Units	⁽⁸⁾	05/01/2013		M⁽¹⁾⁽³⁾			9,020	⁽¹⁸⁾	⁽⁸⁾	Common Units	9,020	$0	0	D
Phantom Units	⁽⁸⁾	05/01/2013		M⁽¹⁾⁽³⁾			16,750	⁽¹⁹⁾	⁽⁸⁾	Common Units	16,750	$0	0	D
Phantom Units	⁽⁸⁾	05/01/2013		M⁽¹⁾⁽³⁾			16,750	⁽²⁰⁾	⁽⁸⁾	Common Units	16,750	$0	0	D

Explanation of Responses:

1. All transactions reported occurred 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, and each common unit deemed issued and outstanding pursuant to the reported vestings and net exercises, was converted into the right to receive 0.4356 Kinder Morgan common units.

2. Immediately prior to the merger, options were deemed net exercised for a number of whole Copano common units having a value equal to the Closing Price multiplied by the number of such options, less the aggregate exercise price for such options, and rounded down to the nearest whole Copano unit.

3. Immediately prior to the merger, each phantom unit vested in full (in the case of performance-based phantom units, based on a target earned percentage of 100%), and a Copano common unit was deemed issued in settlement thereof.

4. Immediately prior to the merger, unit appreciation rights were deemed net exercised for a number of whole Copano common units having a value equal to the Closing Price multiplied by the number of such unit appreciation rights, less the aggregate exercise price for such unit appreciation rights, and rounded down to the nearest whole Copano unit.

5. Options vested in five equal annual installments commencing on November 15, 2005 and have a ten-year term.

6. The options have a 10-year term and vest in five equal installments commencing on 11/15/2005 and earlier upon a change in control, death or disability

7. Options vested in five equal annual installments commencing on May 25, 2007 and have a ten-year term.

8. Each phantom unit is the economic equivalent of one common unit. Phantom units are settled in common units on the date of vesting.

9. Phantom units were scheduled to vest in five equal annual installments commencing May 15, 2009.

10. Phantom units were scheduled to cliff vest on the date specified.

11. Phantom units were scheduled to vest in five equal annual installments commencing May 15, 2010.

12. Unit appreciation rights were scheduled to vest in five equal annual installments commencing January 1, 2010.

13. Vested unit appreciation rights remain exercisable for a period beginning on the vesting date and ending on March 15th of the calendar year following the year of vesting.

14. Phantom units were scheduled to cliff vest upon achievement of a specified performance goal.

15. Phantom units were scheduled to cliff vest on May 15, 2013, upon achievement of a specified performance goal.

16. Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2011.

17. Phantom units were scheduled to cliff vest on May 15, 2014, upon achievement of a specified performance goal.

18. Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2012.

19. Phantom units were scheduled to cliff vest on May 15, 2015, upon achievement of a specified performance goal.

20. Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2013.

	/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.
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