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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Targa Resources Partners LP [ NGLS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/23/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 partner interests | 01/23/2012 | A | 1,300,000(1) | A | $38.3 | 12,945,659 | I | See footnotes(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On January 23, 2012, Targa LP Inc. ("LP Inc.") purchased 1,300,000 common units of the Issuer in an underwritten public offering at a price of $38.30 per common unit. |
| 2. Targa Versado Holdings LP ("Versado Holdings"), LP Inc., and Targa GP Inc. ("GP Inc.") are the beneficial owners of 89,813; 3,229,717; and 9,626,129 common units, respectively, of the Issuer. LP Inc. owns 50% of the limited partner interests in Versado Holdings, GP Inc. owns 49% of the limited partner interests in Versado Holdings, and Targa Versado Holdings GP LLC ("Versado GP") owns a 1% general partner interest in Versado Holdings. GP Inc. owns 100% of Versado GP. Targa Resources Holdings LP ("Holdings") owns 100% of GP Inc. and LP Inc. Targa Resources II LLC ("Resources II") owns a 99% limited partner interest in Holdings and Targa Resources Holdings GP LLC ("Holdings GP") owns a 1% general partner interest in Holdings. (continued on Footnote 3) |
| 3. Targa Resources LLC ("Resources") owns 100% of Resources II and Holdings GP. TRI Resources Inc. ("TRI") owns 100% of Resources. Targa Resources Investments Sub Inc. ("Investments Sub") owns 100% of TRI. Targa Resources Corp. ("Targa") owns 100% of Investments Sub. Versado Holdings, LP Inc. and GP Inc. hold, in the aggregate, approximately 14.5% of the limited partner interests in the Issuer. |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources Corp. | 01/23/2012 | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources Investments Sub Inc. | 01/23/2012 | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of TRI Resources Inc. | 01/23/2012 | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources LLC | 01/23/2012 | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources II LLC | 01/23/2012 | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources Holdings GP LLC | 01/23/2012 | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources Holdings LP | 01/23/2012 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||