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 | M(1)(2) | 1,800 | A | $0 | 10,024 | D | |||
Common Units | 05/01/2013 | M(1)(3) | 6,500 | A | $24.04(3) | 16,524 | D | |||
Common Units | 05/01/2013 | M(1)(2) | 4,100 | A | $0 | 20,624 | D | |||
Common Units | 05/01/2013 | M(1)(2) | 1,166 | A | $0 | 21,790 | D | |||
Common Units | 05/01/2013 | M(1)(2) | 4,230 | A | $0 | 26,020 | D | |||
Common Units | 05/01/2013 | M(1)(2) | 2,820 | A | $0 | 28,840 | D | |||
Common Units | 05/01/2013 | M(1)(2) | 4,500 | A | $0 | 33,340 | D | |||
Common Units | 05/01/2013 | M(1)(2) | 4,500 | A | $0 | 37,840 | D | |||
Common Units | 05/01/2013 | F(1)(3) | 3,887 | D | $40.21 | 33,953 | D | |||
Common Units | 05/01/2013 | D(1) | 33,953 | D | (1) | 0 | D |
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 | ||||||||
Phantom Units | (4) | 05/01/2013 | M(1)(2) | 1,800 | (5) | (4) | Common Units | 1,800 | $0 | 0 | D | ||||
Unit Appreciation Rights | $24.04 | 05/01/2013 | M(1)(3) | 6,500 | (6) | 06/07/2020 | Common Units | 6,500 | (3) | 0 | D | ||||
Phantom Units | (4) | 05/01/2013 | M(1)(2) | 4,100 | 05/15/2013(7) | (4) | Common Units | 4,100 | $0 | 0 | D | ||||
Phantom Units | (4) | 05/01/2013 | M(1)(2) | 1,166 | (8) | (4) | Common Units | 1,166 | $0 | 0 | D | ||||
Phantom Units | (4) | 05/01/2013 | M(1)(2) | 4,230 | 05/15/2014(7) | (4) | Common Units | 4,230 | $0 | 0 | D | ||||
Phantom Units | (4) | 05/01/2013 | M(1)(2) | 2,820 | (9) | (4) | Common Units | 2,820 | $0 | 0 | D | ||||
Phantom Units | (4) | 05/01/2013 | M(1)(2) | 4,500 | 05/15/2015(7) | (4) | Common Units | 4,500 | $0 | 0 | D | ||||
Phantom Units | (4) | 05/01/2013 | M(1)(2) | 4,500 | (10) | (4) | Common Units | 4,500 | $0 | 0 | D |
Explanation of Responses: |
1. All transactions reported occurred in connection with the merger of Copano Energy, L.L.C. ("Copano") into a wholly owned subsidiary of Kinder Morgan Energy Partners, L.P. ("Kinder Morgan") effective on May 1, 2013. On April 30, 2013, the last trading day for the Copano common units, the closing price of Copano's common units was $40.21 per unit (the "Closing Price"), and the closing price of Kinder Morgan's common units was $88.45 per unit. Each Copano common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings and net exercises, was converted into the right to receive 0.4356 Kinder Morgan common units. |
2. Immediately prior to the merger, each phantom unit vested in full (in the case of performance-based phantom units, based on a target earned percentage of 100%), and a Copano common unit was deemed issued in settlement thereof. |
3. Immediately prior to the merger, unit appreciation rights were deemed net exercised for a number of whole Copano common units having a value equal to the Closing Price multiplied by the number of such unit appreciation rights, less the aggregate exercise price for such unit appreciation rights, and rounded down to the nearest whole Copano unit. |
4. Each phantom unit is the economic equivalent of one common unit. Phantom units are settled in common units on the date of vesting. |
5. Phantom units were scheduled to vest in five equal annual installments commencing June 7, 2011. |
6. Unit appreciation rights were scheduled to vest in five equal annual installments commencing June 7, 2011. |
7. Phantom units were scheduled to cliff vest upon achievement of a specified performance goal. |
8. Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2011. |
9. Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2012. |
10. Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2013. |
/s/ Angela S. Teer, attorney-in-fact | 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. |