Edgar Filing: Enterprise GP Holdings 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
Enterprise GP Holdings L.P. [EPE]

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 STREET, SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2010

(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)
Units Representing Limited Partnership Interests	11/22/2010		J⁽¹⁾		13,921	A	$ 0 ⁽¹⁾	13,921	I	By Enterprise Products Holdings LLC ⁽²⁾
Units Representing Limited Partnership Interests	11/22/2010		D		13,921	D	$ 0 ⁽³⁾	0	I	By Enterprise Products Holdings LLC ⁽²⁾
Units Representing Limited Partnership Interests	11/22/2010		D		589,945	D	$ 0 ⁽³⁾	0	I	By EPCO Holdings ⁽⁴⁾
Units Representing Limited Partnership Interests	11/22/2010		D		76,240,798	D	$ 0 ⁽³⁾	0	I	By DFI ⁽⁵⁾
Units Representing Limited Partnership Interests	11/22/2010		D		25,162,804	D	$ 0 ⁽³⁾	0	I	By DFI GP ⁽⁶⁾
Units Representing Limited Partnership Interests	11/22/2010		D		75,000	D	$ 0 ⁽³⁾	0	I	By A&W Ltd. ⁽⁷⁾ ⁽⁸⁾

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	X
DUNCAN FAMILY INTERESTS, INC. 300 DELAWARE AVENUE SUITE 900 WILMINGTON, DE 19801		X
EPCO Holdings, Inc. 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
DFI GP Holdings L.P. 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
DFI Holdings, LLC 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
Dan Duncan LLC 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X
Enterprise Products Co 1100 LOUISIANA STREET SUITE 1000 HOUSTON, TX 77002		X

Signatures

Stephanie C. Hildebrandt on behalf of Randa Duncan Williams (as Attorney-in-Fact), Enterprise Products Holdings LLC & EPCO; Mary S. Stawikey on behalf of DFI; Richard H. Bachmann on behalf of EPCO Holdings, Duncan LLC, DFI Holdings, and DFI GP Holdings		11/24/2010
^**Signature of Reporting Person		Date
/s/Mary S. Stawikey		11/24/2010
^**Signature of Reporting Person		Date
Richard H. Bachmann		11/24/2010
^**Signature of Reporting Person		Date
Richard H. Bachmann		11/24/2010
^**Signature of Reporting Person		Date
Richard H. Bachmann		11/24/2010
^**Signature of Reporting Person		Date
Richard H. Bachmann		11/24/2010
^**Signature of Reporting Person		Date
Stephanie C. Hildebrandt		11/24/2010
^**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)	Received in exchange for the cancellation of the general partner interest of Enterprise GP Holdings L.P. ("EGPH") in connection with the transactions contemplated by the Agreement and Plan of Merger dated as of September 3, 2010, by and among Enterprise Products Partners L.P. ("Products"), Enterprise GP, LLC, Enterprise ETE LLC, EGPH and EPE Holdings, LLC (the "MLP Merger Agreement").
(2)	Enterprise Products Holdings LLC (formerly named EPE Holdings, LLC) was the general partner of EGPH and is a wholly owned subsidiary of Dan Duncan LLC ("Duncan LLC"). The Estate of Dan L. Duncan owns beneficial interest of all the member interests in Duncan LLC.
(3)	Disposed of in exchange for the Merger Consideration (as defined in the MLP Merger Agreement).
(4)	These Units were owned directly by EPCO Holdings, Inc. ("EPCO Holdings"). EPCO Holdings is an indirect, wholly owned subsidiary of Enterprise Products Company ("EPCO").
(5)	These Units were owned directly by Duncan Family Interests ("DFI"). DFI is an indirect, wholly owned subsidiary of EPCO.
(6)	These Units were directly owned by DFI GP Holdings L.P. ("DFIGP"). DFI Holdings, LLC ("DFI Holdings") is the 1% general partner of DFIGP and Duncan LLC is a 4% limited partner of DFIGP. DFI Holdings is wholly owned by Duncan LLC. DFI owns a 95% limited partner interest in DFIGP.
(7)	These Units were owned by Alkek and Williams, Ltd. ("A&W Ltd."), an affiliate of Ms. Williams.
(8)	The power of attorney under which this form was signed is on file with the Commission.
Remarks: Transaction Codes D - Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e) J - Other acquisition or disposition

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