Sec Form 4 Filing - Spectra Energy Corp. @ Spectra Energy Partners, LP - 2015-11-04

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 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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1. Name and Address of Reporting Person Spectra Energy Corp. 2. Issuer Name and Ticker or Trading Symbol Spectra Energy Partners, LP [ SEP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 5400 WESTHEIMER COURT 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2015 (Street) HOUSTON, TX77056 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/04/2015 A 17,114 A 220,075,648 ( 3 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Units representing limited partner interests 11/04/2015 D 342 D 220,075,306 ( 3 ) I See footnotes ( 1 ) ( 2 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spectra Energy Corp. 5400 WESTHEIMER COURT HOUSTON, TX77056 X Director by Deputization Spectra Energy Capital, LLC 5400 WESTHEIMER COURT HOUSTON, TX77056 X Spectra Energy Transmission, LLC 5400 WESTHEIMER COURT HOUSTON, TX77056 X Spectra Energy Southeast Pipeline Corp. 5400 WESTHEIMER COURT HOUSTON, TX77056 X Spectra Energy Partners GP, LLC 5400 WESTHEIMER COURT HOUSTON, TX77056 X Spectra Energy Partners (DE) GP, LP 5400 WESTHEIMER COURT HOUSTON, TX77056 X Signatures /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Corp 11/04/2015 Signature of Reporting Person Date /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Capital, LLC 11/04/2015 Signature of Reporting Person Date /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Transmission, LLC 11/04/2015 Signature of Reporting Person Date /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Southeast Pipeline Corp 11/04/2015 Signature of Reporting Person Date /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Partners GP, LLC 11/04/2015 Signature of Reporting Person Date /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Partners GP, LLC, as general partner of Spectra Energy Partners (DE) GP, LP 11/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 4, 2015, in connection with the third closing (the "Third Closing") contemplated by the Contribution Agreement, dated as of August 5, 2013, by and between the Issuer and Spectra Energy Corp ("SE Corp"), as amended by the First Amendment to Contribution Agreement, dated as of October 31, 2013 (such agreement, as amended, the "Contribution Agreement"), the Issuer issued 17,114 common units to Spectra Energy Southeast Supply Header, LLC ("SE SESH") in exchange for its residual 0.1% ownership interest in Southeast Supply Header, LLC. SE SESH is wholly owned by Spectra Energy Transmission, LLC ("SET") and SET is wholly owned by Spectra Energy Capital, LLC ("Spectra Capital"), which is wholly owned by SE Corp. ( 2 )(Continued from Footnote 1) Also, in connection with the Third Closing, the Issuer issued 342 newly issued general partner units to Spectra Energy Partners (DE) GP, LP (the "General Partner"), in exchange for 342 common units tendered by the General Partner in order to maintain its 2% general partner interest in the Issuer. ( 3 )SE SESH and the General Partner are both wholly-owned subsidiaries of SE Corp, and the amount of common units beneficially owned by SE Corp gives effect to the reported transactions. ( 4 )As of November 4, 2015, SET owns a 56.2% LP interest in the Issuer. Spectra Capital owns 100% of SET and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital and SET may be deemed to beneficially own all of the reported securities. ( 5 )As of November 4, 2015, the General Partner owns a 17.8% LP interest in the Issuer. Spectra Energy Partners GP, LLC ("SEP GP LLC") owns a 1% GP interest in the General Partner, and Spectra Energy Southeast Pipeline Corporation ("SE Southeast Pipeline") owns a 99% LP interest in the General Partner. SE Southeast Pipeline owns 100% of SEP GP LLC, SET owns 100% of SE Southeast Pipeline, Spectra Capital owns 100% of SET, and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital, SET, SE Southeast Pipeline, SEP GP LLC and the General Partner may be deemed to beneficially own some or all of the reported securities.

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

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