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) 07/02/2007
	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	07/02/2007		D		1,500,000	D	$20.63	33,129,880	I	See footnote(1)
Common units representing limited partner interests	04/04/2008		P		4,207,641	A	(2)	37,337,521	I	See footnotes(2)(3)
Common units representing limited partner interests	08/13/2010		C		21,638,730	A	(4)	58,976,251	I	See footnotes(3)(4)(5)
Common units representing limited partner interests	11/30/2010		P		1,938,435	A	(6)	60,914,686(2)(5)	I	See footnotes(5)(6)

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
Subordinated Units representing limited partner interests	(4)	08/13/2010		C			21,638,730	(4)	(4)	Common Units representing limited partner interests	21,638,730	$0	0	I	See footnotes(3)(4)(5)

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. The Common Units were redeemed from Spectra Energy Partners (DE) GP, LP, the general partner of the Issuer (the "General Partner") in connection the initial public offering of the Issuer. 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").

2. On April 4, 2008, in connection with the closing of the transactions contemplated by the Contribution Agreement, dated December 13, 2007, among the Issuer, SET and the General Partner, the Issuer acquired certain assets for aggregate consideration of approximately $107 million. The consideration consisted of $4.7 million in cash, 4,207,641 Common Units of the Issuer issued to SET and 85,870 general partner units of the Issuer issued to the General Partner.

3. As of August 2, 2011, 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. On August 13, 2010, all Subordinated Units owned by SET (5,037,637) and Spectra Energy Southeast Pipeline Corporation ("SE Southeast Pipeline") (16,601,093) were automatically converted into Common Units on a one-for-one basis. The Subordinated Units had no expiration date.

5. As of August 2, 2011, SE Southeast Pipeline owns a 45.63% 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.

6. On November 30, 2010, in connection with the closing of the transactions contemplated by the Contribution Agreement, dated November 30, 2010, among the Issuer, SE Southeast Pipeline and the General Partner, the Issuer acquired certain assets for aggregate consideration of approximately $330 million. The consideration consisted of $256.6 million in cash, the assumption of $7.4 million in debt owed by SE Southeast Pipeline, 1,938,435 Common Units of the Issuer issued to SE Southeast Pipeline and 39,560 general partner units of the Issuer issued to the General Partner.

	/s/ Emily Strait, Assistant Secretary for Spectra Energy Corp	08/04/2011
	/s/ Emily Strait, Assistant Secretary for Spectra Energy Capital LLC	08/04/2011
	/s/ Emily Strait, Assistant Secretary for Spectra Energy Transmission, LLC	08/04/2011
	/s/ Allison McHenry, Secretary for Spectra Energy Southeast Pipeline Corp	08/04/2011
	/s/ Emily Strait, Assistant Secretary for Spectra Energy Partners GP, LLC	08/04/2011
	/s/ Emily Strait, Assistant Secretary for Spectra Energy Partners (DE) GP, LP	08/04/2011
	** Signature of Reporting Person	Date
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