X0202 4 2004-11-15 0 0001297067 Copano Energy, L.L.C. CPNO 0001307965 ASSIFF MATTHEW J 2727 ALLEN PARKWAY SUITE 1200 HOUSTON TX 77019 0 1 0 0 Senior V.P. & CFO Common Units 2004-11-15 4 J 0 21581 A 21581 D Common Units 2004-11-15 4 J 0 9005 A 9005 I By Copano Partners, L.P. Subordinated Units 2004-11-15 4 J 0 37261 A Common Units 37261 37261 D Subordinated Units 2004-11-15 4 J 0 15547 A Common Units 15547 15547 I By Copano Partners Common Unit Option (Right to Buy) 20 2004-11-15 4 A 0 10000 0 A Common Units 10000 62808 D 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. 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. Each Subordinated Unit is convertible into one Common Unit under the conditions described in footnote 3. 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. Such options were granted pursuant to the Company's Long Term Incentive Plan in connection with the Company's initial public offering on November 15, 2004, and as reflected in the Company's proxy statement for its June 7, 2005 Annual Meeting of Unitholders. The Reporting Person inadvertently failed to file a Form 4 at the time of grant. 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. N/A Matthew J. Assif 2005-08-12