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 | C | 14,904,934 | A | (1) | 14,904,934 | I | See Explanation of Responses(4)(3)(5) | ||
Common Units | 05/01/2013 | D | 14,904,934 | D | (2) | 0 | I | See Explanation of Responses(4)(3)(5) |
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 | ||||||||
Series A Convertible Preferred Units | (1) | 05/01/2013 | C | 13,549,940 | (1) | (1) | Common Units | 13,549,940 | (1) | 0 | I | See Explanation of Responses(4)(3)(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Series A Convertible Preferred Units were convertible upon the occurrence of a Series A Change of Control (as defined in Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of Copano Energy L.L.C. ("Copano"), dated July 21, 2010) into a number of Common Units and/or Class B Units of Copano equal to the product of (a) 110% and (b) the number of Series A Convertible Preferred Units to be converted. The Series A Convertible Preferred Units had no expiration. |
2. Kinder Morgan Energy Partners, L.P. ("Kinder Morgan"), Kinder Morgan G.P., Inc., Javelina Merger Sub LLC and Copano entered into an Agreement and Plan of Merger dated as of January 29, 2013 (the "Merger Agreement"). The transactions contemplated by the Merger Agreement constituted a Series A Change of Control, upon which Copenhagen (as defined below) elected to convert its 13,549,940 Series A Convertible Preferred Units into 14,904,934 Common Units immediately prior to the closing of such transactions on May 1, 2013. Immediately thereafter, pursuant to the Merger Agreement, Copenhagen received units of Kinder Morgan as consideration for its Common Units. |
3. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Advisors VI, Inc., a Delaware corporation ("Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"). Advisors VI is the general partner of TPG Copenhagen, L.P., a Delaware limited partnership ("Copenhagen") which directly held the Series A Convertible Preferred Units and Common Units reported herein. |
4. Because of the relationship between the Reporting Persons and Copenhagen, the Reporting Persons may have been deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Copenhagen. Each Reporting Person and Copenhagen disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or Copenhagen's pecuniary interest therein, if any. |
5. 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 the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
Remarks: |
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission. |
By: Ronald Cami, Vice President, TPG ADVISORS VI, INC (6) | 05/03/2013 | |
By: Ronald Cami, on behalf of David Bonderman (6)(7) | 05/03/2013 | |
By: Ronald Cami, on behalf of James G. Coulter (6)(7) | 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. |