SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
DUNCAN DAN L

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 1000

(Street)
HOUSTON TX 77005

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2007
3. Issuer Name and Ticker or Trading Symbol
Energy Transfer Equity, L.P. [ ETE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Units Representing Limited Partnership Interests 38,976,090 I(1) By Enterprise GP Holdings L.P.(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
DUNCAN DAN L

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 1000

(Street)
HOUSTON TX 77005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Enterprise GP Holdings L.P.

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 1000

(Street)
HOUSTON TX 77005

(City) (State) (Zip)
Explanation of Responses:
1. The 38,976,090 Common Units are owned directly by Enterprise GP Holdings L.P. ("EPE"). EPE Holdings, LLC ("EPE Holdings") is the general partner of Enterprise GP Holdings L.P. Dan Duncan LLC ("Duncan LLC") owns 100% of the membership interests of EPE Holdings. Dan L. Duncan is the sole member of Duncan LLC. EPE Holdings, Duncan LLC, and Dan L. Duncan each have an indirect pecuniary interest in the Common Units. As of May 7, 2007, Duncan LLC owned directly Units of EPE, representing approximately 4.2% of the outstanding Units of EPE. Such persons, other than EPE, disclaim beneficial ownership of the Common Units other than the extent of their pecuniary interest therein.
/s/ William L. Soula, as Attorney-in-Fact on behalf of Dan L. Duncan 05/17/2007
/s/ William L. Soula, Assistant Secretary of EPE Holdings, LLC 05/17/2007
** 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 5 (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.
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EXHIBIT 24.1

Know all by these presents, that the undersigned hereby constitutes and appoints Richard H. Bachmann, Stephanie C. Hildebrandt, Philip C. Neisel and William L. Soula, signing singly, the undersigned's true and lawful attorney-in-fact to:

        1. execute for and on behalf of the undersigned, in the undersigned’s capacity as a 10% beneficial owner of equity securities of Energy Transfer Equity, L.P., (the “Partnership”), Forms 3, 4 and 5, pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; Schedule 13D in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and the rules thereunder; and Form 144, pursuant to Rule 144 under the Securities Act of 1933 and the rules thereunder, if required; and

        2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, Form 4, Form 5, Form 144 or Schedule 13D and timely file such form or schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

        3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

        The undersigned hereby grants such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Partnership assuming, any of the undersigned’s responsibilities to comply with Section 16(a) and Section 13 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer a 10% beneficial owner of equity securities of the Partnership unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact; provided, however, this Power of Attorney will expire immediately upon the termination of employment or consulting arrangement of any attorney-in-fact as to that attorney-in-fact only, but not as to any other appointed attorney-in-fact hereunder.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of May 2007.

         
  /s/ Dan L. Duncan
Dan L. Duncan  
 

EXHIBIT 24.2

Know all by these presents, that the undersigned hereby constitutes and appoints Richard H. Bachmann, Stephanie C. Hildebrandt, Philip C. Neisel and William L. Soula, signing singly, the undersigned's true and lawful attorney-in-fact to:

execute for and on behalf of the undersigned, in the undersigned’s capacity as a 10% beneficial owner of the units representing limited partner interests of Energy Transfer Equity, L.P., (the “Partnership”), Forms 3, 4 and 5, pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; Schedule 13D in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and the rules thereunder; and Form 144, pursuant to Rule 144 under the Securities Act of 1933 and the rules thereunder, if required; and

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, Form 4, Form 5, Form 144 or Schedule 13D and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

        The undersigned hereby grants such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Partnership assuming, any of the undersigned’s responsibilities to comply with Section 16(a) of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer a 10% beneficial owner of the units representing limited partner interests of the Partnership unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact; provided, however, this Power of Attorney will expire immediately upon the termination of employment or consulting arrangement of any attorney-in-fact as to that attorney-in-fact only, but not as to any other appointed attorney-in-fact hereunder.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of May 2007.

         
  ENTERPRISE GP HOLDINGS L.P.
By: EPE Holdings, LLC, its general partner  
 
 
  By: /s/ Richard H. Bachmann
Name: Richard H. Bachmann
Title: Executive Vice President  
 

EXHIBIT 99.1

Joint Filing Agreement

        In accordance with Rule 16a-3(j) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of Forms 3, 4 and 5 and all amendments thereto with respect to the units representing limited partner interests in Energy Transfer Equity, L.P. beneficially owned by each of them, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.

         
 
Dated: May 17, 2007        By: /s/ Dan L. Duncan            
Dan. L. Duncan
 
 
Dated: May 17, 2007        ENTERPRISE GP HOLDINGS L.P.
By: EPE Holdings, LLC, its general partner,
By: /s/ Richard H. Bachmann
Richard H. Bachmann
Executive Vice President