UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 11, 2021
January 8, 2021
Date of Report (Date of earliest event reported)
ENERGY TRANSFER OPERATING, L.P.
(Exact name of Registrant as specified in its charter)
Delaware	1-31219	73-1493906
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(Address of principal executive offices) (zip code)

(214) 981-0700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETPprC

New York Stock Exchange

7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETPprD

New York Stock Exchange

7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETPprE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InOn ~~accordance~~January ~~with~~8, ~~General~~2021, ~~Instruction~~Bradford BD.2. ofWhitehurst ~~Form~~was ~~8-K,~~appointed ~~the~~as ~~following~~Chief ~~information~~Financial ~~shall~~Officer ~~not~~of beEnergy ~~deemed~~Transfer Company, L.L.C. (the “~~filed~~Company”), ~~for~~the ~~purposes~~general partner of ~~Section~~Energy 18Transfer ofPartners GP, L.P. (the ~~Securities~~“General ~~Exchange~~Partner”), ~~Act~~which is the general partner of ~~1934,~~Energy asTransfer ~~amended~~Operating, L.P. (the “~~Exchange Act~~Partnership”), ~~nor~~with ~~shall~~such itappointment to be ~~deemed~~effective ~~incorporated~~immediately. byMr. ~~reference~~Whitehurst, inage ~~any~~46, ~~filing~~has ~~under~~served as the ~~Securities~~Company’s ~~Act~~Executive Vice President – Head of ~~1933~~Tax, assince ~~amended,~~August or2014. Prior to joining the ~~Exchange~~Partnership, ~~Act~~Mr. Whitehurst was a partner in the Washington, ~~except~~D.C. asoffice ~~shall~~of beBingham ~~expressly~~McCutchen ~~set~~LLP ~~forth~~and byan ~~specific~~attorney ~~reference~~at both McKee Nelson LLP and Hogan & Hartson. Mr. Whitehurst has specialized in ~~such~~partnership taxation and has advised the Partnership and its subsidiaries since 2006. He will continue to serve as a ~~filing~~member of the board of directors of USA Compression Partners, LP.

~~Members of management of Energy Transfer Operating, L~~Mr.P. ~~(the~~Whitehurst ~~“Partnership”)~~steps ~~will~~into ~~hold informational sessions with investors and analysts at~~ the ~~UBS~~role ~~Winter~~previously ~~Infrastructure & Energy Virtual Conference being~~ held ~~January~~by ~~11-13,~~Thomas ~~2021~~E. ~~In the informational sessions~~Long, ~~which~~who ~~are~~was ~~scheduled~~promoted to ~~begin~~Co-Chief atExecutive ~~2:10~~Officer ~~p.m.~~of ~~Eastern~~the ~~time~~Company ~~(1:10~~along ~~p.m.~~with ~~Central~~Marshall ~~time)~~S. ~~on Tuesday~~McCrea, ~~January 12th~~III, ~~management~~effective ~~anticipates~~January ~~providing an overview of activities at each of the Partnership’s business segments~~1, ~~as well as an update on the Partnership’s growth projects~~2021.

~~Prior~~Mr. Whitehurst will receive an annual base salary of $595,000 and will be eligible to participate in the ~~meetings~~Energy Transfer LP Annual Bonus Plan, ~~interested~~as ~~parties~~amended (the “Bonus Plan”), at a bonus pool target of 130% of his annual base salary. Actual bonus payments under the Bonus Plan will be ~~able~~at tothe ~~view~~discretion of the ~~prepared~~Energy ~~materials~~Transfer byLP ~~visiting~~(“ET”) ~~our~~compensation ~~website~~committee ~~at:~~and ~~http://www~~generally will be based upon ET’s performance as compared to stated objectives and certain other factors as may be determined from time to time.~~energytransfer~~ Mr.~~com~~ Whitehurst will also be eligible for long-term incentive awards under ~~“Investor~~ET’s ~~Relations~~Long-Term –Incentive ~~Presentations~~Plan, &as ~~Webcasts~~amended (the “LTIP”), at an annual equity pool target of 500% of his annual base salary. ~~The~~Actual ~~Partnership~~incentive ~~does~~equity ~~not~~awards ~~undertake~~under tothe ~~update~~LTIP are at the ~~information~~discretion asof ~~posted~~ET’s compensation committee and are generally based on ~~its~~ET ~~website;~~and ~~however,~~individual itperformance. ~~may~~Mr. ~~post~~Whitehurst ~~additional~~will ~~information~~also ~~included~~be ineligible ~~future~~to ~~press~~participate ~~releases~~in all benefit and ~~Forms~~retirement ~~8-K,~~plans ason ~~well~~the assame ~~posting~~terms ~~its~~and ~~periodic~~conditions ~~Exchange~~as ~~Act~~other ~~reports~~Partnership executives.

~~This~~There ~~report may include certain statements concerning expectations for the future that~~ are ~~forward-looking~~no ~~statements~~arrangements asor ~~defined~~understandings bybetween ~~federal law~~Mr. ~~Such~~Whitehurst ~~forward-looking statements are subject to a variety of known~~ and ~~unknown~~any ~~risks, uncertainties, and~~ other ~~factors~~person ~~that~~pursuant ~~are difficult~~ to ~~predict~~which ~~and~~he ~~many~~was ofselected ~~which~~as ~~are~~an ~~beyond management’s control~~officer. AnThere ~~extensive~~are ~~list~~no ofexisting ~~factors~~relationships ~~that~~between ~~can~~Mr. ~~affect~~Whitehurst, ~~future~~the ~~results~~Company, ~~are~~the ~~discussed~~General inPartner, or the Partnership’s ~~Annual~~or ~~Report~~any onof ~~Form~~their ~~10-K~~respective ~~and~~subsidiaries ~~other~~that ~~documents~~would ~~filed~~require ~~from~~disclosure ~~time~~pursuant to ~~time~~Item ~~with~~404(a) ~~the~~of ~~Securities~~Regulation ~~and~~S-K ~~Exchange~~or ~~Commission.~~any ~~The~~familial ~~Partnership~~relationship ~~undertakes~~that nowould ~~obligation~~require todisclosure ~~update~~under orItem ~~revise~~401(d) ~~any~~of ~~forward-looking~~Regulation ~~statement to reflect new information or events~~S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ENERGY TRANSFER OPERATING, L.P.
		By:	Energy Transfer Partners GP, L.P.,
			its general partner
		By:	Energy Transfer Partners, L.L.C.,
			its general partner
Date:	January 1112, 2021	By:	/s/ Thomas E. Long
			Thomas E. Long
			Co-Chief Executive Officer

Filing Compare · Energy Transfer Operating, L.P.