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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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 Corp.

(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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Parent of General Partner
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2012
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 10/31/2012 P 1,806,583 A (1)(2) 62,721,269 I See footnotes(1)(2)(3)(4)
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 Corp.

(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) X Other (specify below)
Parent of General Partner
1. Name and Address of Reporting Person*
Spectra Energy Capital, LLC

(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)
1. Name and Address of Reporting Person*
Spectra Energy Transmission, LLC

(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)
1. Name and Address of Reporting Person*
Spectra Energy Southeast Pipeline Corp.

(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)
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
Director X 10% Owner
Officer (give title below) Other (specify below)
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. On October 31, 2012, in connection with the closing of the transactions contemplated by the Contribution Agreement, dated October 24, 2012, between the Issuer and Spectra Energy Partners (DE) GP, LP, the general partner of the Issuer (the "General Partner"), the Issuer acquired all of the limited liability company interests in Westcoast Energy (U.S.) LLC ("WEUS") for aggregate consideration of approximately $375 million. The consideration consisted of 1,806,583 Common Units and 36,869 general partner units of the Issuer issued to the General Partner and approximately $319 million in cash. The general partner of the General Partner is Spectra Energy Partners GP, LLC, a wholly owned subsidiary of Spectra Energy Transmission, LLC ("SET"). SET is wholly owned by Spectra Energy Capital, LLC ("Spectra Capital"), which is wholly owned by Spectra Energy Corp ("SE Corp"). (continued in Footnote 2)
2. (continued from Footnote 1) WEUS owns a 38.76% interest in Maritimes & Northeast Pipeline, L.L.C. ("M&N U.S."), which in turn owns and indirectly operates the portion of the Maritimes & Northeast Pipeline natural gas transmission system located in the U.S. (approximately 338 miles of mainline pipeline, with a mainline capacity of 0.8 Bcf/day). M&N U.S. has approximately $439 million in outstanding indebtedness, 38.76% of which is $170 million.
3. As of October 30, 2012, SET owns a 17.6% LP interest in the Issuer. Spectra Capital owns 100% of SET and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital and SET may be deemed to beneficially own all of the reported securities.
4. As of October 30, 2012, Spectra Energy Southeast Pipeline Corporation ("SE Southeast Pipeline") owns a 45.6% LP interest in the Issuer. SET owns 100% of SE Southeast Pipeline, Spectra Capital owns 100% of SET and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital, SET and SE Southeast Pipeline may be deemed to beneficially own all of the reported securities.
/s/ Emily Strait, Assistant Secretary for Spectra Energy Corp. 11/02/2012
/s/ Emily Strait, Assistant Secretary for Spectra Energy Capital LLC 11/02/2012
/s/ Emily Strait, Assistant Secretary for Spectra Energy Transmission, LLC 11/02/2012
/s/ Allison McHenry, Assistant Secretary for Spectra Energy Southeast Pipeline Corp. 11/02/2012
/s/ Emily Strait, Assistant Secretary for Spectra Energy Partners GP, LLC 11/02/2012
/s/ Emily Strait, Assistant Secretary for Spectra Energy Partners GP, LLC, as general partner of Spectra Energy Partners (DE) GP, LP 11/02/2012
** 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.