sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)

TARGA RESOURCES PARTNERS LP
(Name of Issuer)
Common Units
(Title of Class of Securities)
87611X105
(CUSIP Number)
Rene R. Joyce
1000 Louisiana Street, Suite 4300
Houston, Texas 77002
Tel: (713) 584-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 14, 2010
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

(Continued on following pages)
 
 


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa Resources Investments Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   11,555,846 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    11,555,846 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  11,555,846 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.0% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  CO
(1) Targa GP Inc. and Targa LP Inc. are the beneficial owners of these common units. Targa Resources Investments Sub Inc., Targa Resources, Inc., Targa Resources LLC, Targa Resources II LLC, Targa Resources Holdings GP LLC, Targa Resources Holdings LP, Targa Midstream GP LLC and Targa Midstream Services Limited Partnership may be deemed to beneficially own these Common Units. See Item 3.

2


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa Resources Investments Sub Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   11,555,846 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    11,555,846 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  11,555,846 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.0% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  CO
(1) Targa GP Inc. and Targa LP Inc. are the beneficial owners of these common units. Targa Resources Investments Inc., Targa Resources, Inc., Targa Resources LLC, Targa Resources II LLC, Targa Resources Holdings GP LLC, Targa Resources Holdings LP, Targa Midstream GP LLC and Targa Midstream Services Limited Partnership may be deemed to beneficially own these Common Units. See Item 3.

 


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa Resources, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   11,555,846 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    11,555,846 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  11,555,846 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.0% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  CO
(1) Targa GP Inc. and Targa LP Inc. are the beneficial owners of these common units. Targa Resources Investments Inc., Targa Resources Investments Sub Inc., Targa Resources LLC, Targa Resources II LLC, Targa Resources Holdings GP LLC, Targa Resources Holdings LP, Targa Midstream GP LLC and Targa Midstream Services Limited Partnership may be deemed to beneficially own these Common Units. See Item 3.

 


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa Resources LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   11,555,846 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    11,555,846 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  11,555,846 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.0% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  OO — limited liability company
(1) Targa GP Inc. and Targa LP Inc. are the beneficial owners of these common units. Targa Resources Investments Inc., Targa Resources Investments Sub Inc., Targa Resources, Inc., Targa Resources II LLC, Targa Resources Holdings GP LLC, Targa Resources Holdings LP, Targa Midstream GP LLC and Targa Midstream Services Limited Partnership may be deemed to beneficially own these Common Units. See Item 3.

 


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa Resources II LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   11,555,846 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    11,555,846 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  11,555,846 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.0% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  OO — limited liability company
(1) Targa GP Inc. and Targa LP Inc. are the beneficial owners of these common units. Targa Resources Investments Inc., Targa Resources Investments Sub Inc., Targa Resources, Inc., Targa Resources LLC, Targa Resources Holdings GP LLC, Targa Resources Holdings LP, Targa Midstream GP LLC and Targa Midstream Services Limited Partnership may be deemed to beneficially own these Common Units. See Item 3.

 


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa Resources Holdings GP LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   11,555,846 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    11,555,846 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  11,555,846 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.0% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  OO — limited liability company
(1) Targa GP Inc. and Targa LP Inc. are the beneficial owners of these common units. Targa Resources Investments Inc., Targa Resources Investments Sub Inc., Targa Resources, Inc., Targa Resources LLC, Targa Resources II LLC, Targa Resources Holdings LP, Targa Midstream GP LLC and Targa Midstream Services Limited Partnership may be deemed to beneficially own these Common Units. See Item 3.

 


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa Resources Holdings LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   11,555,846 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    11,555,846 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  11,555,846 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.0% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  PN
(1) Targa GP Inc. and Targa LP Inc. are the beneficial owners of these common units. Targa Resources Investments Inc., Targa Resources Investments Sub Inc., Targa Resources, Inc., Targa Resources LLC, Targa Resources II LLC, Targa Resources Holdings GP LLC, Targa Midstream GP LLC and Targa Midstream Services Limited Partnership may be deemed to beneficially own these Common Units. See Item 3.

 


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa Midstream GP LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   11,555,846 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    11,555,846 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  11,555,846 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.0% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  OO — limited liability company
(1) Targa GP Inc. and Targa LP Inc. are the beneficial owners of these common units. Targa Resources Investments Inc., Targa Resources Investments Sub Inc., Targa Resources, Inc., Targa Resources LLC, Targa Resources II LLC, Targa Resources Holdings GP LLC, Targa Resources Holdings LP and Targa Midstream Services Limited Partnership may be deemed to beneficially own these Common Units. See Item 3.

 


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa Midstream Services Limited Partnership
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   11,555,846 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    11,555,846 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  11,555,846 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  17.0% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  PN
(1) Targa GP Inc. and Targa LP Inc. are the beneficial owners of these common units. Targa Resources Investments Inc., Targa Resources Investments Sub Inc., Targa Resources, Inc., Targa Resources LLC, Targa Resources II LLC, Targa Resources Holdings GP LLC, Targa Midstream GP LLC and Targa Resources Holdings LP may be deemed to beneficially own these Common Units. See Item 3.

 


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa GP Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   9,626,129 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    9,626,129 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  9,626,129 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  14.2% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  CO
(1) Targa Resources Investments Inc., Targa Resources Investments Sub Inc., Targa Resources, Inc., Targa Resources LLC, Targa Resources II LLC, Targa Resources Holdings GP LLC, Targa Resources Holdings LP, Targa Midstream GP LLC and Targa Midstream Services Limited Partnership may be deemed to beneficially own these Common Units. See Item 3.

11


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAME OF REPORTING PERSON

Targa LP Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (see Item 3)
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 Common Units
       
SHARES 8   SHARED VOTING POWER (1)
BENEFICIALLY    
OWNED BY   1,929,717 Common Units
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 Common Units
       
WITH 10   SHARED DISPOSITIVE POWER (1)
     
    1,929,717 Common Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
   
  1,929,717 Common Units
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.8% of Common Units
     
14   TYPE OF REPORTING PERSON
   
  CO
(1) Targa Resources Investments Inc., Targa Resources Investments Sub Inc., Targa Resources, Inc., Targa Resources LLC, Targa Resources II LLC, Targa Resources Holdings GP LLC, Targa Resources Holdings LP, Targa Midstream GP LLC and Targa Midstream Services Limited Partnership may be deemed to beneficially own these Common Units. See Item 3.

 


 

     This Amendment No. 2 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D originally filed by the Reporting Persons (as defined below) on June 5, 2009, as amended by Amendment No. 1 filed on behalf of the Reporting Person on September 24, 2009 (collectively, “Schedule 13D”) relating to common units representing limited partner interests (the “Common Units”) of Targa Resources Partners LP, a Delaware limited partnership (the “Partnership”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Schedule 13D. This Amendment amends the Schedule 13D as specifically set forth herein.
     The purpose of this Amendment is to remove Targa LP Inc. from the list of Reporting Persons and to update the number of Common Units held by the Reporting Persons as a result of the transactions described herein.
Item 1. Security and Issuer
     This schedule relates to the Common Units of the Partnership, which has its principal executive offices at 1000 Louisiana Street, Suite 4300, Houston, Texas 77002.
Item 2. Identity and Background
     (a) Name of Persons Filing this Statement:
  (1)   Targa Resources Investments Inc. (“Targa Investments”), a corporation formed under the laws of the State of Delaware, owns 100% of the capital stock of Investments Sub (as defined herein).
 
  (2)   Targa Resources Investments Sub Inc. (“Investments Sub”), a corporation formed under the laws of the State of Delaware, owns 100% of the capital stock of Targa (as defined herein).
 
  (3)   Targa Resources, Inc. (“Targa”), a corporation formed under the laws of the state of Delaware, owns 100% of the membership interests of Resources (as defined herein).
 
  (4)   Targa Resources LLC (“Resources”), a limited liability company formed under the laws of Delaware, owns 100% of the membership interests in Resources II (as defined herein) and 100% of the membership interests in Resources Holding (as defined herein).
 
  (5)   Targa Resources II LLC (“Resources II”), a limited liability company formed under the laws of Delaware, owns a 99% limited partner interest in Holdings (as defined herein).
 
  (6)   Targa Resources Holdings GP LLC (“Resources Holding”), a limited liability company formed under the laws of Delaware, owns a 1% general partner interest in Holdings (as defined herein).

13


 

  (7)   Targa Resources Holdings LP (“Holdings”), a limited partnership formed under the laws of Delaware, owns a 96.6126% limited partner interest in TMSLP (as defined herein) and 100% of the membership interests in Midstream (as defined herein).
 
  (8)   Targa Midstream GP LLC (“Midstream”), a limited liability company formed under the laws of Delaware, owns a 3.3874% general partner interest in TMSLP (as defined herein).
 
  (9)   Targa Midstream Services Limited Partnership (“TMSLP”), a limited partnership formed under the laws of Delaware, owns 100% of the capital stock of GP Inc. and LP Inc. (as defined herein).
 
  (10)   Targa GP Inc. (“GP Inc.”) is a corporation formed under the laws of Delaware.
 
  (11)   Targa LP Inc. (“LP Inc.” and together with Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Holdings, Midstream, TMSLP and GP Inc., the “Reporting Persons”) is a corporation formed under the laws of Delaware.
     (b) Principal Business Address and Principal Office Address of Reporting Persons:
  (1)   The principal business address and principal office address of the Reporting Persons is 1000 Louisiana Street, Suite 4300, Houston, Texas 77002.
     (c) Present Principal Occupation or Principal Business:
  (1)   The principal business of the Reporting Persons is natural gas gathering, processing and transportation and natural gas liquids services.
     (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
     (f) Each of the natural persons identified in this Item 2 is a U.S. citizen.
     Pursuant to Instruction C to Schedule 13D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), information regarding the directors and executive officers of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream GP Inc. and LP Inc. (the “Listed Persons”) is provided on Schedule I and

14


 

incorporated by reference herein. None of the Listed Persons beneficially owns in excess of 1% of the outstanding Common Units.
Item 3. Source and Amount of Funds or Other Consideration
     Not applicable.
Item 4. Purpose of Transaction
     On April 14, 2010, LP Inc. sold 8,500,000 Common Units pursuant to that certain underwriting agreement dated April 9, 2010 between LP Inc. and the Underwriters (as defined therein) as filed with the SEC as Exhibit 1.1 to the Partnership’s Current Report on Form 8-K filed April 14, 2010 (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, LP Inc. granted the Underwriters a 30 day option to purchase up to an additional 1,275,000 Common Units to cover over-allotments, if any, on the same terms as those Common Units sold by Targa LP Inc.
     The Reporting Persons acquired the Common Units sold pursuant to the Underwriting Agreement solely for investment purposes. The Reporting Persons may make additional purchases or other acquisitions of Common Units either in the open market or in private transactions depending on the Partnership’s business, prospects and financial condition, the market for the Common Units, general economic conditions, money and stock market conditions and other future developments. As disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission, the Partnership plans to pursue acquisition and other growth opportunities from Targa. In addition, Targa has indicated that it intends to use the Partnership as a growth vehicle to pursue the acquisition and expansion of midstream natural gas, natural gas liquids and other complementary energy businesses and assets. The Partnership intends to finance drop-downs from Targa through a combination of debt and equity securities, including commercial debt facilities and public and private offerings of debt and equity securities.
     The following describes plans or proposals that the Reporting Persons may have with respect to the matters set forth in Item 4(a)-(j) of Schedule 13D:
     (a) None.
     (b) None.
     (c) None.
     (d) None.
     (e) None.
     (f) None.
     (g) None.
     (h) None.
     (i) None.

15


 

     (j) Except as described in this Item 4, the Reporting Persons do not have, as of the date of this Schedule 13D, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Common Units reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Partnership, anticipated future developments concerning the Partnership, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Partnership in the open market, in privately negotiated transactions (which may be with the Partnership or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Partnership or to change their intention with respect to any or all of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
  (a) (1)   GP Inc. is the record and beneficial owner of an aggregate of 9,626,129 Common Units. These holdings represent approximately 14.2% of the outstanding Common Units. LP Inc. is the record and beneficial owner of an aggregate of 1,929,717 Common Units. These holdings represent approximately 2.8% of the outstanding Common Units.
  (2)   Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Holdings, Midstream and TMSLP do not directly own any Common Units. Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Holdings, Midstream and TMSLP may, pursuant to Rule 13d-3 under the Exchange Act, be deemed to be the beneficial owner of the aggregate of 11,555,846 Common Units. These holdings represent approximately 17.0% of the outstanding Common Units.
 
  (3)   Please see the information in Item 2 for the aggregate number and percentage of Common Units beneficially owned by the Listed Persons.
     (b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference. The executive officers and members of the board of directors of Targa, who are identified in Item 2 hereof, share the power to vote or to direct the vote, and to dispose or to direct the disposition of, the Common Units owned by the Reporting Persons, subject to certain exceptions.
     (c) Other than the sale of Common Units, as described in Item 4 hereof, none of the Reporting Persons, or to the Reporting Person’s knowledge, the Listed Persons has effected transactions in the Common Units in the past sixty days.
     (d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Units reported by such persons on the cover pages of this Schedule 13D and in this Item 5. See Item 2 for the information applicable to the

16


 

Listed Persons. Except for the foregoing and the cash distributions as described in the Partnership Agreement, no other person is known by the Reporting Persons or, to the Reporting Persons’ knowledge, the Listed Persons, to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons or the Listed Persons.
     (e) Upon the completion of the sale of Common Units on April 14, 2010, LP Inc. ceased to be the beneficial owner of more than five percent of the Common Units.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
     On April 14, 2010, pursuant to the Underwriting Agreement, LP Inc. sold 8,500,000 Common Units at a purchase price of $27.50 per Common Unit with an underwriting discount of $1.10 per common unit. The Underwriting Agreement is incorporated herein by reference to Exhibit 1.1 of the Partnership’s Current Report on Form 8-K filed April 14, 2010. Pursuant to the Underwriting Agreement, LP Inc. granted the Underwriters a 30 day option to purchase up to an additional 1,275,000 Common Units to cover over-allotments, if any, on the same terms as those Common Units sold by Targa LP Inc.
Item 7. Material to Be Filed as Exhibits
     
Exhibit 1.1:
  Underwriting Agreement between Targa LP Inc. and Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC as Representatives of the several Underwriters, dated as of April 9, 2010 (incorporated by reference to Exhibit 1.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed April 14, 2010 (File No. 1-33303).
 
   
Exhibit 4.1:
  First Amended and Restated Limited Partnership Agreement of Targa Resources Partners LP, dated as of February 14, 2007 (incorporated by reference to Exhibit 3.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed February 16, 2007 (File No. 1-33303)).
 
   
Exhibit 4.2:
  Amendment No. 1, dated May 13, 2008, to the First Amended and Restated Limited Partnership Agreement of Targa Resources Partners LP (incorporated by reference to Exhibit 3.5 to Targa Resources Partners LP’s Quarterly Report on Form 10-Q filed May 14, 2008 (File No. 1-33303)).
 
   
Exhibit 99.1:
  Joint Filing Statement among the parties regarding filing of Schedule 13D, dated May 29, 2009 (incorporated by reference to Exhibit 99.1 to the Reporting Person’s Schedule 13D filed June 5, 2009 (File No. 5-83048)).

17


 

Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010  TARGA RESOURCES INVESTMENTS INC.
 
 
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel
and Secretary 
 

18


 

         
Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010   TARGA RESOURCES INVESTMENTS SUB INC.
 
 
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel and Secretary   

19


 

         
Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010  TARGA RESOURCES, INC.
 
 
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel and Secretary   


 

         
Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010  TARGA RESOURCES LLC
 
 
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel and Secretary   


 

         
Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010  TARGA RESOURCES II LLC
 
 
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel and Secretary   


 

         
Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010   TARGA RESOURCES HOLDINGS GP LLC
 
 
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel and Secretary   


 

         
Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010   TARGA RESOURCES HOLDINGS LP
 
 
  By:   Targa Resources Holdings GP LLC, its general partner    
       
     
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel and Secretary   


 

         
Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010   TARGA MIDSTREAM GP LLC
 
 
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel and Secretary   


 

         
Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010   TARGA MIDSTREAM SERVICES LIMITED PARTNERSHIP
 
 
  By:   Targa Midstream GP LLC, its general partner    
       
     
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel and Secretary   


 

         
Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010   TARGA GP INC.
 
 
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel
and Secretary 
 


 

         
Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
April 15, 2010  TARGA LP INC.
 
 
  By:   /s/ Paul W. Chung    
    Name:   Paul W. Chung   
    Title:   Executive Vice President, General Counsel
and Secretary 
 
 


 

EXHIBIT INDEX
     
Exhibit 1.1:
  Underwriting Agreement between Targa LP Inc. and Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC as Representatives of the several Underwriters, dated as of April 9, 2010 (incorporated by reference to Exhibit 1.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed April 14, 2010 (File No. 1-33303).
 
   
Exhibit 4.1:
  First Amended and Restated Limited Partnership Agreement of Targa Resources Partners LP, dated as of February 14, 2007 (incorporated by reference to Exhibit 3.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed February 16, 2007 (File No. 1-33303)).
 
   
Exhibit 4.2:
  Amendment No. 1, dated May 13, 2008, to the First Amended and Restated Limited Partnership Agreement of Targa Resources Partners LP (incorporated by reference to Exhibit 3.5 to Targa Resources Partners LP’s Quarterly Report on Form 10-Q filed May 14, 2008 (File No. 1-33303)).
 
   
Exhibit 99.1:
  Joint Filing Statement among the parties regarding filing of Schedule 13D, dated May 29, 2009 (incorporated by reference to Exhibit 99.1 to the Reporting Person’s Schedule 13D filed June 5, 2009 (File No. 5-83048)).

29


 

Schedule I
Executive Officers of Targa Resources Investments Inc.
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Joe Bob Perkins
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 32,100
James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 111,152
Michael A. Heim
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Operating Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 8,000
Roy E. Johnson
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 10,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500

 


 

Paul W. Chung
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President, General Counsel and Secretary of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 17,500
Directors of Targa Resources Investments Inc.
Charles R. Crisp
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Director of Targa Investments, Targa and several other non-affiliated companies
Citizenship: USA
Amount Beneficially Owned: 9,100
In Seon Hwang
Address: 466 Lexington Avenue, New York, New York 10017
Principal Occupation: Member and Managing Director of Warburg Pincus LLC
Citizenship: USA
Amount Beneficially Owned: 0
Chansoo Joung
Address: 466 Lexington Avenue, New York, New York 10017
Principal Occupation: Member and Managing Director of Warburg Pincus LLC
Citizenship: USA
Amount Beneficially Owned: 10,250
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Peter R. Kagan
Address: 466 Lexington Avenue, New York, New York 10017
Principal Occupation: Member and Managing Director of Warburg Pincus LLC
Citizenship: USA
Amount Beneficially Owned: 10,250

31


 

James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 111,152
Chris Tong
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Senior Vice President and Chief Financial Officer of Noble Energy, Inc.
Citizenship: USA
Amount Beneficially Owned: 20,900
Executive Officers of Targa Resources Investments Sub Inc.
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Joe Bob Perkins
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 32,100
James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 111,152
Michael A. Heim
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Operating Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 8,000

32


 

Roy E. Johnson
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 10,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500
Paul W. Chung
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President, General Counsel and Secretary of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 17,500
Directors of Targa Resources Investments Sub Inc.
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500

33


 

Executive Officers of Targa Resources, Inc.
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Joe Bob Perkins
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 32,100
James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 111,152
Michael A. Heim
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Operating Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 8,000
Roy E. Johnson
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 10,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500

34


 

Paul W. Chung
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President, General Counsel and Secretary of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 17,500
Directors of Targa Resources, Inc.
Charles R. Crisp
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Director of Targa Investments, Targa and several other non-affiliated companies
Citizenship: USA
Amount Beneficially Owned: 9,100
In Seon Hwang
Address: 466 Lexington Avenue, New York, New York 10017
Principal Occupation: Member and Managing Director of Warburg Pincus LLC
Citizenship: USA
Amount Beneficially Owned: 0
Chansoo Joung
Address: 466 Lexington Avenue, New York, New York 10017
Principal Occupation: Member and Managing Director of Warburg Pincus LLC
Citizenship: USA
Amount Beneficially Owned: 10,250
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Peter R. Kagan
Address: 466 Lexington Avenue, New York, New York 10017
Principal Occupation: Member and Managing Director of Warburg Pincus LLC
Citizenship: USA
Amount Beneficially Owned: 10,250

35


 

James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 111,152
Chris Tong
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Senior Vice President and Chief Financial Officer of Noble Energy, Inc.
Citizenship: USA
Amount Beneficially Owned: 20,900
Executive Officers of Targa Resources LLC
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Joe Bob Perkins
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 32,100
James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 111,152
Michael A. Heim
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Operating Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 8,000

36


 

Roy E. Johnson
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 10,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500
Paul W. Chung
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President, General Counsel and Secretary of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 17,500
Managers of Targa Resources LLC
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500

37


 

Executive Officers of Targa Resources II LLC
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Joe Bob Perkins
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 32,100
James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 111,152
Michael A. Heim
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Operating Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 8,000
Roy E. Johnson
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 10,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500

38


 

Paul W. Chung
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President, General Counsel and Secretary of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 17,500
Managers of Targa Resources II LLC
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500
Executive Officers of Targa Resources Holdings GP LLC
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Joe Bob Perkins
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 32,100
James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc
Citizenship: USA
Amount Beneficially Owned: 111,152

39


 

Michael A. Heim
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Operating Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 8,000
Roy E. Johnson
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 10,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500
Paul W. Chung
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President, General Counsel and Secretary of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 17,500
Managers of Targa Resources Holdings GP LLC
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000

40


 

Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500
Executive Officers of Targa Midstream GP LLC
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Joe Bob Perkins
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 32,100
James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 111,152
Michael A. Heim
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Operating Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 8,000
Roy E. Johnson
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 10,000

41


 

Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500
Paul W. Chung
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President, General Counsel and Secretary of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 17,500
Managers of Targa Midstream GP LLC
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500
Executive Officers of Targa GP Inc.
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000

42


 

Joe Bob Perkins
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 32,100
James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 111,152
Michael A. Heim
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Operating Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 8,000
Roy E. Johnson
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 10,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500
Paul W. Chung
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President, General Counsel and Secretary of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 17,500

43


 

Directors of Targa GP Inc.
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500
Executive Officers of Targa LP Inc.
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Joe Bob Perkins
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 32,100
James W. Whalen
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: President — Finance and Administration of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 111,152
Michael A. Heim
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Operating Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 8,000

44


 

Roy E. Johnson
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 10,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500
Paul W. Chung
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President, General Counsel and Secretary of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 17,500
Directors of Targa LP Inc.
Rene R. Joyce
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Chief Executive Officer and Director/Manager of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 81,000
Jeffrey J. McParland
Address: 1000 Louisiana Street, Suite 4300, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer of Targa Investments, Investments Sub, Targa, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc. Director/Manager of Investments Sub, Resources, Resources II, Resources Holding, Midstream, GP Inc. and LP Inc.
Citizenship: USA
Amount Beneficially Owned: 16,500

45