Edgar Filing: Midcoast 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 ^*

ENBRIDGE ENERGY PARTNERS LP

2. Issuer Name and Ticker or Trading Symbol
Midcoast Energy Partners, L.P. [MEP]

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

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

(Last)

(First)

(Middle)

1100 LOUISIANA ST, SUITE 3300

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2013

(Street)

HOUSTON, TX 77002-5217

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Units representing limited partner interests	11/13/2013		A		4,110,056 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	$ 18	4,110,056	D ⁽¹⁾ ⁽³⁾

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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

Subordinated Units (Limited Partner Interests)

⁽⁴⁾

11/13/2013

22,610,056 ⁽²⁾

⁽⁴⁾

See footnote ⁽⁴⁾

22,610,056 ⁽²⁾

$ 0 ⁽²⁾

22,610,056

D ⁽¹⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ENBRIDGE ENERGY PARTNERS LP 1100 LOUISIANA ST SUITE 3300 HOUSTON, TX 77002-5217	X	X
ENBRIDGE ENERGY CO INC 1100 LOUISIANA STREET, SUITE 3300 HOUSTON, TX 77002	X	X
ENBRIDGE ENERGY MANAGEMENT L L C 1100 LOUISIANA STREET, SUITE 3300 HOUSTON, TX 77002-5217				Delegee of General Partner
Midcoast Holdings, L.L.C. 1100 LOUISIANA STREET SUITE 3300 HOUSTON, TX 77002	X	X

Signatures

Chris Kaitson, Vice President-Law, of the Delegee of the General Partner of Enbridge Energy Partners, L.P.		11/14/2013
^**Signature of Reporting Person		Date
Chris Kaitson, Vice President - Law, Enbridge Energy Company, Inc.		11/14/2013
^**Signature of Reporting Person		Date
Chris Kaitson, Vice President - Law, Enbridge Energy Management, L.L.C.		11/14/2013
^**Signature of Reporting Person		Date
E. Chris Kaitson, Vice President-Law, Midcoast Holdings, L.L.C.		11/14/2013
^**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)	This Form 4 is filed jointly by Enbridge Energy Partners, L.P. ("EEP"), Midcoast Holdings, L.L.C., the Issuer's general partner (the "General Partner"), Enbridge Energy Company, Inc., the general partner of EEP ("EEP's GP") and Enbridge Energy Management, L.L.C. ("Enbridge Management"). EEP directly owns all of the membership interests in the General Partner and is deemed to indirectly beneficially own the securities held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interests therein. Through a delegation of control agreement, EEP's GP has delegated to Enbridge Management the authority to manage and control EEP's business and affairs, and EEP's GP and Enbridge Management are deemed to beneficially own the securities held by EEP, but disclaim such beneficial ownership interest except to the extent of their pecuniary interest therein.
(2)	In connection with the formation transactions of the Issuer and the closing of the initial public offering of the Issuer, EEP directly holds: (i) 4,110,056 Class A common units in the Issuer, representing a 9% limited partner interest, and (ii) 22,610,056 subordinated units (and all of incentive distribution rights), representing a 49% limited partnership interest, for a 58% combined limited partner interest in the Issuer, without any exercise of the underwriter's option to purchase additional common units.
(3)	The General Partner directly owns approximately 922,859 general partner units, representing its 2.0% general partner interest in the Issuer.
(4)	Each subordinated unit will convert into one Class B common unit representing limited partner interests at the end of the subordination period; and each Class B common unit is convertible on a one for one basis into one Class A common unit at the election of the holder, each as more fully described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-189341).

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