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^*

ASSIFF MATTHEW J

(Last)

(First)

(Middle)

2727 ALLEN PARKWAY

SUITE 1200

(Street)

HOUSTON

77019

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2004

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	11/15/2004		J⁽¹⁾		21,581	A	⁽¹⁾	21,581	D
Common Units	11/15/2004		J⁽²⁾		9,005	A	⁽²⁾	9,005	I	By Copano Partners, L.P.⁽²⁾

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)
Subordinated Units	⁽³⁾	11/15/2004		J⁽¹⁾		37,261		⁽⁴⁾	⁽⁴⁾	Common Units	37,261	⁽¹⁾	37,261	D
Subordinated Units	⁽³⁾	11/15/2004		J⁽²⁾		15,547		⁽⁴⁾	⁽⁴⁾	Common Units	15,547	⁽²⁾	15,547	I	By Copano Partners, L.P.⁽²⁾

Explanation of Responses:

1. The Common Units and Subordinated Units were issued to Mr. Assiff in exchange for the Common Special Units and Junior Special Units previously held by Mr. Assiff. The number of Common Units and Subordinated Units received by Mr. Assiff in exchange for his Common Special Units and Junior Special Units was based on a price of $20.00 per Common Unit and Subordinated Unit.

2. On November 15, 2004, Mr. Assiff exercised an option to purchase an approximate 1.18% interest in Copano Partners, L.P. Mr. Assiff's 1.18% interest in Copano Partners, L.P. is held indirectly through a grantor trust of which he is the sole beneficiary. Mr. Assiff is one of four trustees of the trust and shares voting and investment control over the trust assets. Copano Partners, L.P. owns 763,221 Common Units and 1,317,733 Subordinated Units of Copano Energy, L.L.C. These Common Units and Subordinated Units were issued to Copano Partners, L.P. in exchange for all of Copano Partners, L.P.'s outstanding interest in Copano Energy, L.L.C. The number of Common Units and Subordinated Units received by Copano Partners, L.P. in exchange for its outstanding interest in Copano Energy, L.L.C. was based on a price of $20.00 per Common Unit and Subordinated Unit.

3. Each Subordinated Unit is convertible into one Common Unit under the conditions described in footnote 4.

4. Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end once Copano Energy, L.L.C. meets certain financial tests, but not before December 31, 2006. These financial tests require Copano Energy, L.L.C. to have earned and paid the minimum quarterly distribution on all of its outstanding units for two consecutive four-quarter periods.

	Matthew J. Assiff	11/17/2004
	** Signature of Reporting Person	Date
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