- Statement of Changes in Beneficial Ownership (4)
February 03 2010 - 5:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ELBERT PHILLIP
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2. Issuer Name
and
Ticker or Trading Symbol
INERGY HOLDINGS, L.P.
[
NRGP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
COO
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(Last)
(First)
(Middle)
TWO BRUSH CREEK BLVD., SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/1/2010
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(Street)
KANSAS CITY, MO 64112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units
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2/1/2010
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A
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70000
(5)
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A
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$0
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120000
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D
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Common Units
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120675
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I
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As Co-Trustee of the Phillip L. Elbert 2005 Grantor Retained Annuity Trust
(1)
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Common Units
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654831
(6)
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I
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As Trustee of the Phillip L. Elbert Trust
(2)
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Common Units
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40113
(7)
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I
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As Co-Trustee of the Charles W. Elbert Trust
(3)
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Common Untis
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40113
(7)
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I
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As Co-Trustee of the Lauren E. Elbert Trust
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Long Term Incentive Plan
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$22.50
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6/20/2010
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6/19/2015
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Common Units
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40000
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40000
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D
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Explanation of Responses:
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(
1)
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Mr. Elbert is a co-trustee of the Phillip L. Elbert 2005 Grantor Retained Annuity Trust
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(
2)
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Mr. Elbert is a trustee of the Phillip L. Elbert Revocable Trust under agreement dated 5/17/2001.
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(
3)
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Mr. Elbert is a co-trustee of the Charles W. Elbert Trust U/A dated 3/31/05.
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(
4)
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Mr. Elbert is a co-trustee of the Lauren E. Elbert Trust U/A dated 3/31/05.
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(
5)
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Restricted units granted under the Inergy Holdings, L.P. Long Term Incentive Plan. The restricted units vest in three installments as follows: 25% of the restricted units vest on the 3rd anniversary of the grant date, 25% of the restricted units vest on the 4th anniversary of the grant date, and the remaining 50% of the restricted units vest on the 5th anniversary of the grant date. The restricted units are subject to forfeiture if certain company financial performance metrics are not met.
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(
6)
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Includes a transfer of 694,831 Common Units held personally by Mr. Elbert. The transfer of the Common Units was exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-13.
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(
7)
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Includes a transfer of 20,000 Common Units from the Phillip L. Elbert Revocable Trust U/A dated 5/17/2001. The transfer of the Common Units was exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-13.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ELBERT PHILLIP
TWO BRUSH CREEK BLVD., SUITE 200
KANSAS CITY, MO 64112
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COO
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Signatures
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/s/ Judy Riddle (attorney-in-fact) for Phillip L. Elbert
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2/3/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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