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Filing Details

Accession Number:: 0001209191-11-042499
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-08-04 17:12:06
Reporting Period:: 2007-07-02

Filing Date:: 2011-08-04
Accepted Time:: 2011-08-04 17:12:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1394074	Spectra Energy Partners Lp	SEP	Natural Gas Transmission (4922)	412232463

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1051116	Spectra Energy Capital, Llc	5400 Westheimer Court Houston TX 77056	No	No	Yes	No
1373835	Spectra Energy Corp.	5400 Westheimer Court Houston TX 77056	No	No	Yes	Yes
1394072	Spectra Energy Partners Gp, Llc	5400 Westheimer Court Houston TX 77056	No	No	Yes	No
1394073	Spectra Energy Partners (De) Gp, Lp	5400 Westheimer Court Houston TX 77056	No	No	Yes	No
1404854	Spectra Energy Southeast Pipeline Corp.	5400 Westheimer Court Houston TX 77056	No	No	Yes	No
1404855	Spectra Energy Transmission, Llc	5400 Westheimer Court Houston TX 77056	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	Disposition	2007-07-02	1,500,000	$20.63	33,129,880	No	4	D	Indirect	See footnote
Common Units Representing Limited Partner Interests	Acquisiton	2008-04-04	4,207,641	$0.00	37,337,521	No	4	P	Indirect	See footnotes
Common Units Representing Limited Partner Interests	Acquisiton	2010-08-13	21,638,730	$0.00	58,976,251	No	4	C	Indirect	See footnotes
Common Units Representing Limited Partner Interests	Acquisiton	2010-11-30	1,938,435	$0.00	60,914,686	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Indirect	See footnote
No	4	P	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units Representing Limited Partner Interests	Subordinated Units representing limited partner interests	Disposition	2010-08-13	21,638,730	$0.00	21,638,730	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Footnotes

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").
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.
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.
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.
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.
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.