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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Units with DER (1) (2) | (1) | 04/30/2015 | M | 3,000 | (1) | (6) | Common Units | 3,000 | $ 0 | 0 | D | ||||
Phantom Units with DER (1) (2) | (1) | 04/30/2015 | M | 4,700 | (1) | (6) | Common Units | 4,700 | $ 0 | 0 | D | ||||
Phantom Units with DER (7) | (7) | 04/30/2015 | D | 9,000 | (7) | (6) | Common Units | 9,000 | $ 0 | 0 | D | ||||
Phantom Units with DER (7) | (7) | 04/30/2015 | D | 25,000 | (7) | (6) | Common Units | 25,000 | $ 0 | 0 | D | ||||
Phantom Units with DER (7) | (7) | 04/30/2015 | D | 26,333 | (7) | (6) | Common Units | 26,333 | $ 0 | 0 | D | ||||
Phantom Units with DER (7) | (7) | 04/30/2015 | D | 33,100 | (7) | (6) | Common Units | 33,100 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Long Thomas E 2001 BRYAN STREET, SUITE 3700 DALLAS, TX 75201 |
EVP & Chief Financial Officer |
/s/ A. Troy Sturrock, as power of attorney | 05/04/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Immediately prior to the merger of a wholly owned subsidiary of Energy Transfer Partners, L.P. ("ETP") with and into Regency Energy Partners LP ("RGP") effective on April 30, 2015 (the "Merger"), 7,700 of the reporting person's Phantom Units vested in full in accordance with the reporting person's December 1, 2010 and December 17, 2010 Phantom Unit awards, and an equal number of RGP common units were deemed issued in settlement thereof. |
(2) | Each Phantom Unit is the economic equivalent of one common unit representing a limited partner interest in RGP. |
(3) | Common Units withheld to cover taxes payable upon vesting of Phantom Units reported in Table II. |
(4) | Closing price for the Issuer's common units on April 28, 2015, the date used to calculate awards. |
(5) | Disposition in connection with the Merger. On April 29, 2015, the last trading day for the RGP common units, the closing price of the RGP common units was $23.47 per unit and the closing price of ETP's common units was $55.30 per unit. Each RGP common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings was converted into the right to receive 0.4124 ETP common units (the "Merger Consideration"). |
(6) | Not applicable. |
(7) | Each Phantom Unit is the economic equivalent of one common unit representing a limited partner interest in RGP. Pursuant to the Merger, each of the reporting person's Phantom Unit awards granted on December 21, 2011, December 17, 2012, January 3, 2014 and December 19, 2014 was converted into the right to receive an award of phantom units relating to ETP common units based on the Merger Consideration. |