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*
Targa Resources Investments Inc.

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 4300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2007
3. Issuer Name and Ticker or Trading Symbol
Targa Resources Partners LP [ NGLS ]
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)
Common Units representing limited partner interests 0(1)(2) D(1)(2)
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
Subordinated Units representing limited partner interests (3) (3) Common Units 0(1)(2) (3) D(1)(2)
1. Name and Address of Reporting Person*
Targa Resources Investments Inc.

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 4300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Targa Resources Investments Sub Inc.

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 4300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Targa Resources, Inc.

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 4300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Targa Resources LLC

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 4300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Targa Resources II LLC

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 4300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Targa Resources Holdings LP

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 4300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Targa Midstream Services Limited Partnership

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 4300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Targa GP Inc.

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 4300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Targa LP Inc.

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 4300

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
Explanation of Responses:
1. Each of Targa GP Inc. ("GP Inc.") and Targa LP Inc. ("LP Inc.") own a 49% limited partner interest in the Issuer. Targa Midstream Services Limited Partnership ("TMSLP") owns 100% of GP Inc. and LP Inc. Targa Resources Holdings LP ("Holdings") owns a 96.6126% limited partner interest in TMSLP. Targa Resources II LLC ("Resources II") owns a 99% limited partner interest in Holdings. Targa Resources LLC ("Resources") owns 100% of Resources II. Targa Resources, Inc. ("Targa") owns 100% of Resources. Targa Resources Investments Sub Inc. ("Investments Sub") owns 100% of Targa.
2. Targa Resources Investments Inc. ("Targa Investments") owns 100% of Investments Sub. TMSLP, Holdings, Resources II, Resources, Targa, Investment Sub and Targa Investments may be deemed to beneficially own all of the reported securities. At the closing of the Issuer's IPO, GP Inc. and LP Inc. will contribute certain equity interests to the Issuer in exchange for an aggregate of 11,528,231 subordinated units representing limited partner interests of the Issuer, reducing the combined limited partner interest in the Issuer held by GP Inc. and LP Inc. to 39.9%.
3. Each subordinated unit will convert into one common unit at the end of the subordination period, which will end if the Issuer has earned and paid at least $1.35 on each outstanding common unit and general partner unit for any three consecutive, non-overlapping four-quarter periods ending on or after the date specified in the partnership agreement, but may end sooner if the Issuer meets additional financial tests as described in the partnership agreement. The subordinated units have no expiration date.
/s/ Paul W. Chung, EVP, General Counsel & Secretary of Targa Resources Investment Inc. 02/08/2007
/s/ Paul W. Chung, EVP, General Counsel & Secretary of Targe Resources Investments Sub Inc. 02/08/2007
/s/ Paul W. Chung, EVP, General Counsel & Secretary of Targa Resources, Inc. 02/08/2007
/s/ Paul W. Chung, EVP, General Counsel & Secretary of Targa Resources LLC 02/08/2007
/s/ Paul W. Chung, EVP, General Counsel & Secretary of Targa Resources II LLC 02/08/2007
/s/ Paul W. Chung, EVP, General Counsel & Secretary of the general partner of Targa Resources Holdings LP 02/08/2007
/s/ Paul W. Chung, EVP, General Counsel & Secretary of the general partner of Targa Midstream Services Limited Partnership 02/08/2007
/s/ Paul W. Chung, EVP, General Counsel & Secretary of Targa GP Inc. 02/08/2007
/s/ Paul W. Chung, EVP, General Counsel & Secretary of Targa LP Inc. 02/08/2007
** 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).
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