Sec Form 4 Filing - Spectra Energy Corp. @ Spectra Energy Partners, LP - 2016-04-14

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) 04/14/2016 (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 04/14/2016 A 1,358,420 A $ 45.96 230,489,862 ( 1 ) ( 2 ) ( 3 ) I See footnotes ( 1 ) ( 2 ) ( 3 )

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 04/18/2016 Signature of Reporting Person Date /s/ Annachiara Jones, Secretary for Spectra Energy Capital, LLC 04/18/2016 Signature of Reporting Person Date /s/ Annachiara Jones, Secretary for Spectra Energy Transmission, LLC 04/18/2016 Signature of Reporting Person Date /s/ Annachiara Jones, Secretary for Spectra Energy Southeast Pipeline Corporation 04/18/2016 Signature of Reporting Person Date /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Partners GP, LLC 04/18/2016 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 04/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 14, 2016, pursuant to the Common Purchase Unit Agreement, dated as of April 4, 2016, by and between the Issuer and Spectra Energy Corp ("Spectra Energy"), the Issuer agreed to issue and sell, and Spectra Energy agreed to purchase, through its wholly owned subsidiary, Spectra Energy Transmission, LLC ("SET"), 1,358,420 common units representing limited partnership interests in the Issuer, at a price per common unit of $45.96. ( 2 )As of April 14, 2016, giving effect to the reported transaction, SET owns a 56.9% limited partner interest in the Issuer. Spectra Energy Capital, LLC ("Spectra Energy Capital") owns 100% of SET and Spectra Energy owns 100% of Spectra Energy Capital. Accordingly, Spectra Energy, Spectra Energy Capital, and SET may be deemed to beneficially own all of the reported securities. ( 3 )As of April 8, 2016, Spectra Energy Partners (DE) GP, LP (the "General Partner") owns a 16.9% limited partner interest in the Issuer. Spectra Energy Partners GP, LLC ("SEP GP LLC") owns a 1% general partner interest in the General Partner, SET owns a 49.5% limited partner interest in the General Partner, and Spectra Energy Southeast Pipeline Corporation ("SE Southeast Pipeline") owns a 49.5% limited partner interest in the General Partner. SET owns 100% of each of SEP GP LLC and SE Southeast Pipeline, Spectra Energy Capital owns 100% of SET, and Spectra Energy owns 100% of Spectra Energy Capital. Accordingly, Spectra Energy, Spectra Energy 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.

* 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).

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