ENTERPRISE PRODUCTS PARTNERS L.P. — Director's Dealing 2016

Feb 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENTERPRISE PRODUCTS PARTNERS L P (EPD)
CIK: 0001061219
Period of Report: 2016-02-22

Reporting Person: Cardillo Gerald R. (Group Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-22	Class B limited partner interest in EPD PubCo I	$	J	0	Acquired		Common Units ()	Direct

Footnotes

F1: The reporting person is an owner of a Class B limited partner interest in EPD PubCo Unit I L.P. ("EPD PubCo I"), a Delaware limited partnership established for the benefit of certain employees of Enterprise Products Company ("EPCO"). EPD PubCo I owns directly 2,723,052 common units representing limited partner interests in Enterprise Products Partners L.P. ("Common Units"). EPCO Holdings, Inc. ("EPCO Holdings), a wholly owned subsidiary of EPCO, is the sole Class A limited partner and EPCO is the general partner of EPD PubCo I. The reporting person acquired the Class B limited partner interest in EPD PubCo I from a grant of such interest by EPCO, in its capacity as general partner of EPD PubCo I, in accordance with its limited partnership agreement.

F2: Within 30 days after February 22, 2020 (or an earlier vesting date), EPD PubCo I 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 $63,746,647.32 (the fair market value (as defined) of the Common Units calculated as of February 22, 2016), plus any accrued and unpaid Class A preferred return. 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 PubCo I. The Class B limited partner interest is subject to forfeiture.

F3: The power of attorney under which this form was signed is on file with the Commission.