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*
Spectra Energy Partners GP, LLC

(Last) (First) (Middle)
5400 WESTHEIMER COURT

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Spectra Energy Partners, LP [ SEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Parent of the General Partner
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 partner interests 12/30/2014 J(1)(2) 43,956,556 A (1)(2) 71,778,141(3) I See footnotes(1)(2)(3)
Common Units representing limited partner interests 12/30/2014 J(1)(2) 439,566 D (1)(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Spectra Energy Partners GP, LLC

(Last) (First) (Middle)
5400 WESTHEIMER COURT

(Street)
HOUSTON TX 77056

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Parent of the General Partner
1. Name and Address of Reporting Person*
Spectra Energy Partners (DE) GP, LP

(Last) (First) (Middle)
5400 WESTHEIMER COURT

(Street)
HOUSTON TX 77056

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Spectra Energy Partners GP, LLC is the general partner of Spectra Energy Partners (DE) GP, LP. Spectra Energy Southeast Pipeline Corporation, which is not a reporting person on this Form 4, is the sole member of Spectra Energy Partners GP, LLC and the sole holder of limited partner interests in Spectra Energy Partners (DE) GP, LP, the general partner of Spectra Energy Partners, LP (the "Issuer"). On December 30, 2014, Spectra Energy Southeast Pipeline Corporation made and caused a contribution to the capital of Spectra Energy Partners (DE) GP, LP of all Issuer Common Units then held by Spectra Energy Southeast Pipeline Corporation (43,956,556 Issuer Common Units).
2. Spectra Energy Southeast Pipeline Corporation contributed 1% of such Issuer Common Units to Spectra Energy Partners GP, LLC, which in turn contributed such Issuer Common Units to Spectra Energy Partners (DE) GP, LP, and Spectra Energy Southeast Pipeline Corporation contributed the other 99% of such Issuer Common Units directly to Spectra Energy Partners (DE) GP, LP.
3. Spectra Energy Partners GP, LLC owns a 1% general partner interest in Spectra Energy Partners (DE) GP, LP and may be deemed a beneficial owner of Issuer Common Units held by Spectra Energy Partners (DE) GP, LP.
Remarks:
/s/ Anna Chiara Jones, Assistant Secretary for Spectra Energy Partners, GP, LLC, for Spectra Energy Partners, GP, LLC on its own behalf and as general partner of Spectra Energy Partners (DE) GP, LP 01/02/2015
** 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).
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