Enbridge Energy Management L L C (EEQ) Form 4 ENBRIDGE ENERGY MANAGEMENT L L C / Christopher J Johnston ownership change

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

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X

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^*

Johnston Christopher J

(Last) (First) (Middle)

5400 WESTHEIMER CT

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENBRIDGE ENERGY MANAGEMENT L L C [ EEQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President, Finance

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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
Limited Voting Shares Representing LLC Interests	12/20/2018		D(1)		1,682.22	D	(1)(2)	0	I	RSP Retirement Account

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

Explanation of Responses:

1. On December 20, 2018, pursuant to the Agreement and Plan of Merger, dated as of September 17, 2018 (the "Merger Agreement"), by and among Enbridge Energy Management, L.L.C. ("EEQ"), Enbridge Inc. ("Enbridge"), Winter Acquisition Sub I, Inc. ("Merger Sub"), and solely for the purposes of Article I, Section 2.4 and Article X, Enbridge Energy Company, Inc., Merger Sub merged with and into EEP (the "Merger"), with EEQ surviving the Merger as a wholly owned subsidiary of Enbridge.

2. Pursuant to the Merger Agreement, at the effective time of the Merger, each limited voting share representing limited liability company interests in EEQ (each, an "EEQ Listed Share") issued and outstanding immediately prior to the effective time of the Merger, other than certain excluded EEQ Listed Shares owned by Enbridge and its subsidiaries, was converted into, and became exchangeable for, 0.335 shares of Enbridge common stock. On December 19, 2018 (the last trading day prior to consummation of the Merger), the closing price of one share of Enbridge common stock was $31.32.

Remarks:

	/s/ Chris Kaitson, as Agent and Attorney-in-Fact	12/20/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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