Edgar Filing: Duncan Energy Partners L.P.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WILLIAMS RANDA DUNCAN

2. Issuer Name and Ticker or Trading Symbol
Duncan Energy Partners L.P. [DEP]

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

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

(Last)

(First)

(Middle)

1100 LOUISIANA STREET, SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2011

(Street)

HOUSTON, TX 77002

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units Representing Limited Partnership Interests	09/07/2011		J⁽¹⁾		33,783,587	D	$ 0 ⁽¹⁾	0	I	By GTM ⁽²⁾ ⁽³⁾
Common Units Representing Limited Partnership Interests	09/07/2011		J⁽¹⁾		99,453	D	$ 0 ⁽¹⁾	0	I	By EPCO Holdings ⁽⁴⁾
Common Units Representing Limited Partnership Interests	09/07/2011		J⁽¹⁾		4,500	D	$ 0 ⁽¹⁾	0	I	By spouse ⁽⁵⁾
Common Units Representing Limited Partnership Interests	09/07/2011		J⁽¹⁾		2,000	D	$ 0 ⁽¹⁾	0	I	Jointly with spouse ⁽⁶⁾
Common Units Representing Limited Partnership Interests	09/07/2011		J⁽¹⁾		50,000	D	$ 0 ⁽¹⁾	0	I	By A&W Ltd. ⁽⁷⁾
Common Units Representing Limited Partnership Interests	09/07/2011		J⁽¹⁾		382,500	D	$ 0 ⁽¹⁾	0	I	By Estate ⁽⁸⁾
Common Units Representing Limited Partnership Interests	09/07/2011		J⁽¹⁾		103,100	D	$ 0 ⁽¹⁾	0	I	By DD Securities ⁽⁹⁾ ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WILLIAMS RANDA DUNCAN 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
Enterprise GTM Holdings L.P. 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
ENTERPRISE PRODUCTS PARTNERS L P 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
Enterprise Products Holdings LLC 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
Enterprise GTMGP, LLC 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
Enterprise Products GTM, LLC 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
Enterprise Products Operating LLC 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
Enterprise Products OLPGP, Inc. 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X

Signatures

/s/Stephanie C. Hildebrandt, Attorney-in-Fact on behalf of Randa Duncan Williams; Senior Vice President of other reporting persons (or their respective managing entities)		09/09/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Disposed of pursuant to the Agreement and Plan of Merger dated as of April 28, 2011, by and among Enterprise Products Partners L.P. ("EPD"), Enterprise Products Holdings LLC, EPD MergerCo LLC, Duncan Energy Partners L.P., and DEP Holdings, LLC (the "MLP Merger Agreement") in exchange for the merger consideration described therein.
(2)	These common units are owned directly by Enterprise GTM Holdings LP ("GTM"). Enterprise Products Operating LLC ("EPO") owns a 99% limited partner interest in GTM and Enterprise GTMGP, LLC ("GTMGP") owns a 1% general partner interest. GTMGP is a wholly-owned subsidiary of Enterprise Products GTM, LLC ("GTM LLC"), which is a wholly-owned subsidiary of EPO. EPO is an indirect wholly-owned subsidiary of Enterprise Products Partners LP ("EPD") (including by means of (i) a 0.001% membership interest held directly by Enterprise Products OLPGP, Inc. ("OLPGP"), a wholly owned subsidiary of EPD, and (ii) a 99.999% membership interest held directly by EPD). The general partner of EPD is Enterprise Products Holdings LLC ("EPD GP"), which is a wholly-owned subsidiary of Dan Duncan LLC ("Duncan LLC"). The Estate (as defined in Footnote 8 below) owns a beneficial interest in all of the member interests of Duncan LLC. The Estate, Duncan LLC and other
(3)	(continued from footnote 2) affiliates of the Estate also collectively own approximately 38.7% of the outstanding units of EPD as of September 7, 2011 (after giving effect to the merger described above).
(4)	These common units are owned directly by EPCO Holdings, Inc. ("EPCO Holdings"), an indirect, wholly-owned subsidiary of Enterprise Products Company ("EPCO"). The Estate owns beneficial interest of 50.427% of the voting stock of EPCO.
(5)	These common units are owned by Ms. Williams' spouse.
(6)	These common units are jointly owned by Ms. Williams and her spouse.
(7)	These common units are owned directly by the Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams.
(8)	These common units are owned directly by the Estate of Dan L. Duncan, Deceased (the "Estate"). Ms. Williams is a beneficiary of the Estate and was appointed co-executor of the Estate on April 27, 2010. Ms. Williams disclaims any ownership of these securities, except to the extent of her pecuniary interest.
(9)	These common units are owned directly by DD Securities LLC ("DD Securities"). DD Securities is a wholly-owned subsidiary of the Estate. Ms. Williams is a beneficiary of the Estate and was appointed a co-executor of the Estate on April 27, 2010. Ms. Williams disclaims any ownership of these securities, except to the extent of her pecuniary interest.
(10)	The Power of Attorney under which this form was signed is on file with the Commission.
Remarks: Transaction Code J - Other acquisition or disposition (see Footnote (1))

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