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Wade James E – ‘4’ for 5/1/13 re: Copano Energy, L.L.C.

On:  Friday, 5/3/13, at 9:27pm ET   ·   For:  5/1/13   ·   As:  Officer   ·   Accession #:  1127602-13-15628   ·   File #:  1-32329

Previous ‘4’:  ‘4’ on 4/9/13 for 4/5/13   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/03/13  Wade James E                      4          Officer     1:31K  Copano Energy, L.L.C.             Restricted Stock Sy… Inc

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     30K 
                Securities by an Insider -- form4.xml/3.6                        




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Wade James E

(Last)(First)(Middle)
1200 SMITH STREET
SUITE 2300

(Street)
HOUSTONTX77002

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Copano Energy, L.L.C. [ CPNO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
XOfficer (give title below) Other (specify below)
SVP; Pres & COO, Texas
3. Date of Earliest Transaction (Month/Day/Year)
5/1/13
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Units 5/1/13 M (1) (2) 1,600A$09,451D
Common Units 5/1/13 M (1) (3) 5,100A$25.14 (3)14,551D
Common Units 5/1/13 M (1) (2) 4,700A$019,251D
Common Units 5/1/13 M (1) (2) 1,366A$020,617D
Common Units 5/1/13 M (1) (2) 35,000A$055,617D
Common Units 5/1/13 M (1) (2) 5,590A$061,207D
Common Units 5/1/13 M (1) (2) 3,726A$064,933D
Common Units 5/1/13 M (1) (2) 6,630A$071,563D
Common Units 5/1/13 M (1) (2) 6,630A$078,193D
Common Units 5/1/13 M (1) (2) 1,395A$079,588D
Common Units 5/1/13 F (1) (3) 3,189D$40.21 (3)76,399D
Common Units 5/1/13 D 76,399D (1)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Units (4) 5/1/13 M (1) (2) 1,600 (5) (4)Common Units1,600$00D
Unit Appreciation Rights$25.14 5/1/13 M (1) (3) 5,100 4/5/11 (6) 4/5/20Common Units5,100 (3)0D
Phantom Units (4) 5/1/13 M (1) (2) 4,700 5/15/13 (7) (4)Common Units4,700$00D
Phantom Units (4) 5/1/13 M (1) (2) 1,366 (8) (4)Common Units1,366$00D
Phantom Units (4) 5/1/13 M (1) (2) 35,000 8/1/13 (9) (4)Common Units35,000$00D
Phantom Units (4) 5/1/13 M (1) (2) 5,590 5/15/14 (10) (4)Common Units5,590$00D
Phantom Units (4) 5/1/13 M (1) (2) 3,726 (11) (4)Common Units3,726$00D
Phantom Units (4) 5/1/13 M (1) (2) 6,630 (10) (4)Common Units6,630$00D
Phantom Units (4) 5/1/13 M (1) (2) 6,630 (12) (4)Common Units6,630$00D
Phantom Units (4) 5/1/13 M (1) (2) 1,395 (13) (4)Common Units1,395$00D
Explanation of Responses:
(1)  All transactions reported occurred in connection with the merger of Copano Energy, L.L.C. ("Copano") into a wholly owned subsidiary of Kinder Morgan Energy Partners, L.P. ("Kinder Morgan") effective on May 1, 2013. On April 30, 2013, the last trading day for the Copano common units, the closing price of Copano's common units was $40.21 per unit (the "Closing Price"), and the closing price of Kinder Morgan's common units was $88.45 per unit. Each Copano common unit outstanding, and each common unit deemed issued and outstanding pursuant to the reported vestings and net exercises, was converted into the right to receive 0.4356 Kinder Morgan common units.
(2)  Immediately prior to the merger, each phantom unit vested in full (in the case of performance-based phantom units, based on a target earned percentage of 100%), and a Copano common unit was deemed issued in settlement thereof.
(3)  Immediately prior to the merger, unit appreciation rights were deemed net exercised for a number of whole Copano common units having a value equal to the Closing Price multiplied by the number of such unit appreciation rights, less the aggregate exercise price for such unit appreciation rights, and rounded down to the nearest whole Copano unit.
(4)  Each phantom unit is the economic equivalent of one common unit. Phantom units are settled in common units on the date of vesting.
(5)  Phantom units were scheduled to vest in five equal annual installments commencing April 5, 2011.
(6)  Unit appreciation rights were scheduled to vest in five equal annual installments commencing April 5, 2011.
(7)  Phantom units were scheduled to cliff vest on May 15, 2013, upon achievement of a specified performance goal.
(8)  Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2011.
(9)  Phantom units were scheduled to cliff vest on the date specified.
(10)  Phantom units were scheduled to cliff vest upon achievement of a specified performance goal.
(11)  Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2012.
(12)  Phantom units were scheduled to vest in three equal annual installments commencing May 15, 2013.
(13)  Phantom units were scheduled to vest in three equal annual installments commencing April 2, 2013.
/s/ Angela S. Teer, attorney-in-fact 5/3/13
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Codes:
    D    Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
    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.
    M    Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

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