Williams Randa Duncan Form 4 ENTERPRISE PRODUCTS PARTNERS / RANDA DUNCAN WILLIAMS 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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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^*

WILLIAMS RANDA DUNCAN

(Last) (First) (Middle)

1100 LOUISIANA STREET

SUITE 1000

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE PRODUCTS PARTNERS L.P. [ EPD ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2022

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 Partnership Interests	02/16/2022		M		335,000	A	(1)	516,950	D
Common Units Representing Limited Partnership Interests	02/16/2022		F		131,823	D	$23.99	385,127	D
Common Units Representing Limited Partnership Interests								74,754,703	I	By EPCO(2)
Common Units Representing Limited Partnership Interests								597,110,600	I	By EPCO Holdings(3)
Common Units Representing Limited Partnership Interests								6,400,000	I	By EPD IV(4)(5)
Common Units Representing Limited Partnership Interests								1,600,000	I	By EPCO II(6)(7)
Common Units Representing Limited Partnership Interests								4,915,183	I	By RDW Family Trust(8)
Common Units Representing Limited Partnership Interests								4,915,183	I	By DGD Family Trust(9)
Common Units Representing Limited Partnership Interests								4,915,183	I	By MDF Family Trust(10)
Common Units Representing Limited Partnership Interests								4,915,183	I	By SDD Family Trust(11)
Common Units Representing Limited Partnership Interests								469,923	I	By RLD Grantor Trust(12)
Common Units Representing Limited Partnership Interests								469,923	I	By DGD Grantor Trust(13)
Common Units Representing Limited Partnership Interests								469,923	I	By MDD Grantor Trust(14)
Common Units Representing Limited Partnership Interests								469,923	I	By SDD Irrevocable Trust(15)
Common Units Representing Limited Partnership Interests								482,148	I	By A&W Ltd.(16)
Common Units Representing Limited Partnership Interests								80,238	I	By Chaswil, Ltd.(17)
Common Units Representing Limited Partnership Interests								9,090	I	By Spouse
Common Units Representing Limited Partnership Interests								4,040	I	Jointly with Spouse

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
Phantom Units	(1)	02/16/2022		M			335,000	(18)	(18)	Common Units	335,000	$0.00	0	D
Phantom Units	(1)							(19)	(19)	Common Units	370,000		370,000	D
Phantom Units	(1)							(20)	(20)	Common Units	400,000		400,000	D
Phantom Units	(1)							(21)	(21)	Common Units	450,000		450,000	D
Phantom Units	(1)							(22)	(22)	Common Units	482,000		482,000	D(23)

1. Name and Address of Reporting Person^*

WILLIAMS RANDA DUNCAN

(Last) (First) (Middle)

1100 LOUISIANA STREET

SUITE 1000

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Enterprise Products Co

(Last) (First) (Middle)

1100 LOUISIANA STREET

SUITE 1000

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EPCO Holdings, Inc.

(Last) (First) (Middle)

1100 LOUISIANA STREET

SUITE 1000

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. Each phantom unit is the economic equivalent of one Enterprise Products Partners L.P. ("EPD") common unit.

2. These common units representing limited partner interests in the issuer ("Common Units") are owned directly by Enterprise Products Company ("EPCO"). Ms. Williams serves as one of three voting trustees who collectively have voting and dispositive power over the outstanding voting stock of EPCO. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO, except to the extent of her pecuniary interest therein.

3. These Common Units are owned directly by EPCO Holdings, Inc. ("EPCO Holdings"), which is a direct wholly owned subsidiary of EPCO. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by EPCO Holdings, except to the extent of her pecuniary interest therein.

4. These Common Units are owned directly by EPD 2018 Unit IV L.P., a Delaware limited partnership ("EPD IV"), established for the benefit of certain EPCO employees who are its Class B limited partners. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of EPD IV. The Common Units are beneficially owned by EPCO and EPCO Holdings to the extent of the interest of EPCO Holdings in these securities as a Class A limited partner in EPD IV. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein.

5. Within 30 days after December 3, 2023 (or an earlier vesting date), EPD IV will be liquidated and expects to distribute to the Class A limited partner a total number of Common Units having a fair market value equal to $172,928,000. Any remaining Common Units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPD IV. The Class B limited partner interests are subject to forfeiture.

6. These Common Units are owned directly by EPCO Unit II L.P., a Delaware limited partnership ("EPCO II"), established for the benefit of certain EPCO employees who are its Class B limited partners. EPCO Holdings is the sole Class A limited partner and EPCO is the general partner of EPCO II. The Common Units are beneficially owned by EPCO and EPCO Holdings to the extent of the interest of EPCO Holdings in these securities as a Class A limited partner in EPCO II. Ms. Williams disclaims beneficial ownership of these Common Units, except to the extent of her pecuniary interest therein.

7. Within 30 days after December 3, 2023 (or an earlier vesting date), EPCO II will be liquidated and expects to distribute to the Class A limited partner a total number of Common Units having a fair market value equal to $43,232,000. Any remaining Common Units will be either distributed to the Class B limited partners in kind, or sold with the resulting proceeds distributed, pro rata relative to their share in EPCO II. The Class B limited partner interests are subject to forfeiture.

8. These Common Units are owned directly by The Randa Duncan Williams 2018 Family Trust (the "RDW Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the RDW Family Trust, except to the extent of her pecuniary interest therein.

9. These Common Units are owned directly by The Dannine Gale Duncan 2018 Family Trust (the "DGD Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the DGD Family Trust, except to the extent of her pecuniary interest therein.

10. These Common Units are owned directly by The Milane Duncan Frantz 2018 Family Trust (the "MDF Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the MDF Family Trust, except to the extent of her pecuniary interest therein.

11. These Common Units are owned directly by The Scott D. Duncan 2003 Family Trust (the "SDD Family Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the SDD Family Trust, except to the extent of her pecuniary interest therein.

12. These Common Units are owned directly by The Randa Lynn Duncan 1990 Grantor Trust (the "RLD Grantor Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the RLD Grantor Trust, except to the extent of her pecuniary interest therein.

13. These Common Units are owned directly by The Dannine Gale Duncan 1990 Grantor Trust (the "DGD Grantor Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the DGD Grantor Trust, except to the extent of her pecuniary interest therein.

14. These Common Units are owned directly by The Milane Diane Duncan 1990 Grantor Trust (the "MDD Grantor Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the MDD Grantor Trust, except to the extent of her pecuniary interest therein.

15. These Common Units are owned directly by The Scott Daniel Duncan Irrevocable Trust (the "SDD Irrevocable Trust"), for which Ms. Williams serves as a director of an entity trustee. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by the SDD Irrevocable Trust, except to the extent of her pecuniary interest therein.

16. These Common Units are owned directly by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams' spouse. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by A&W Ltd., except to the extent of her pecuniary interest therein. Includes Common Units acquired in the issuer's distribution reinvestment plan.

17. These Common Units are owned directly by Chaswil, Ltd., an affiliate of Ms. Williams' spouse. Ms. Williams disclaims beneficial ownership of the Common Units owned directly by Chaswil, Ltd., except to the extent of her pecuniary interest therein. Includes Common Units acquired in the issuer's distribution reinvestment plan.

18. These phantom units vested on February 16, 2022. The phantom units expired upon vesting and settlement thereof in exchange for an equal number of EPD common units.

19. These phantom units vest on February 16, 2023. The phantom units will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units.

20. These phantom units vest on February 16, 2024. The phantom units will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units.

21. These phantom units vest on February 16, 2025. The phantom units will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units.

22. These phantom units vest on February 16, 2026. The phantom units will expire upon vesting and settlement thereof in exchange for an equal number of EPD common units.

23. The power of attorney under which this form was signed is on file with the Commission.

Remarks:

Transaction Code M - Exercise or conversion of derivative security exempted pursuant to Rule 16b-3; Transaction Code F - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3

	/s/Jennifer W. Dickson, Attorney-in-Fact on behalf of Randa Duncan Williams and Assistant Secretary of EPCO and EPCO Holdings	02/18/2022
	** 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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