X0303 4 2010-11-22 0 0001324592 Enterprise GP Holdings L.P. EPE 0001232438 KNESEK MICHAEL J 1100 LOUISIANA STREET SUITE 1000 HOUSTON TX 77002 0 1 0 0 SVP, PAO, & Controller Units Representing Limited Partnership Interests 2010-11-22 4 D 0 85253 0.00 D 0 D Units Representing Limited Partnership Interests 2010-11-22 4 D 0 1615 0.00 D 0 I By spouse Disposed of pursuant to the Agreement and Plan of Merger dated as of September 3, 2010, by and among Enterprise Products Partners L.P. ("EPD"), Enterprise Products GP, LLC, Enterprise ETE LLC, Enterprise GP Holdings L.P. and EPE Holdings, LLC (the "MLP Merger Agreement") in exchange for 127,879 of EPD Common Units ("Common Units"). On the effective date of the merger, the closing price of Common Units on the New York Stock Exchange was $42.74. Disposed of pursuant to the MLP Merger Agreement in exchange for 2,422 Common Units. On the effective date of the merger, the closing price of the Common Units on the New York Stock Exchange was $42.74. The power of attorney under which this form was signed is on file with the Commission. Transaction Code D - Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e) /s/Wendi S. Bickett, Attorney-in-Fact on behalf of Michael J. Knesek 2010-11-24