| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/06/2010 |
3. Issuer Name and Ticker or Trading Symbol
Targa Resources Corp. [ TRGP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 Stock | 1,141,597 | I | See footnote(1) |
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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 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 | ||||
| Series B Preferred Stock | (2) | (2) | Common Stock | (2) | (2) | I | See footnote(3) |
| Series B Preferred Stock | (2) | (2) | Common Stock | (2) | (2) | I | By IRA |
| Stock Option | (4) | (4) | Common Stock | 249,108 | 12.23 | D | |
| Explanation of Responses: |
| 1. These shares are held by the Kay P. Joyce Family Trust, of which Mr. Joyce's spouse serves as trustee. |
| 2. In connection with the initial public offering (the "IPO") of Targa Resources Corp. ("Targa"), all of the shares of Series B Preferred Stock will automatically convert, immediately prior to the consummation of the IPO, into shares of common stock, based on (a) the 10 to 1 conversion ratio applicable to the Series B Preferred Stock plus (b) the accreted value per share, which includes accrued and unpaid dividends of the Series B Preferred Stock divided by the IPO price for Targa's offering of common stock after deducting underwriting discounts and commissions, in each case giving effect to a reverse stock split of Targa's common stock based on a ratio that is dependent on the IPO price offered to the public. Mr. Joyce owns 56,208 shares of Series B Preferred Stock indirectly, consisting of 13,613 shares held by an IRA and 42,595 shares held by the Rene Joyce 2010 Grantor Retained Annuity Trust. |
| 3. These shares are held by the Rene Joyce 2010 Grantor Retained Annuity Trust, of which Mr. Joyce and his spouse serve as co-trustees. |
| 4. Mr. Joyce may exercise the options to purchase common stock at any time while he continues to remain an employee of Targa, and the options to purchase common stock will generally terminate and cease to be exercisable at such time as Mr. Joyce is no longer an employee of Targa. |
| Remarks: |
| See attached for Exhibit 24 - Power of Attorney |
| /s/ Rene R. Joyce | 12/06/2010 | |
| ** 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. | ||
| 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 Number. | ||
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G
For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G
Known by all these present, that the undersigned hereby constitutes and appoints each of
Jeffrey J. McParland, Matthew J. Meloy, and Paul W. Chung, or either of them signing singly, and
with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
| (1) | execute for and on behalf of the undersigned (a) Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, (b) Form 144 and (c) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules thereunder, but only to the extent each such form or schedule relates to the undersigned’s beneficial ownership of securities of Targa Resources Corp. or any of its subsidiaries; |
| (2) | do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Form 144 or Schedule 13D or 13G (including amendments thereto) and timely file such Forms or Schedules with the Securities and Exchange Commission and any stock exchange, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and |
| (3) | take any other action of any type whatsoever in connection with the foregoing that, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the 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 the attorney-in-fact may approve in the attorney-in-fact’s discretion. |
The undersigned hereby grants to each attorney-in-fact full power and authority to do and
perform all 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 the attorney-in-fact, or the attorney-in-facts
substitutes or substitute, 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
attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming (nor is Targa Resources Corp. assuming) any of the undersigned’s
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each such attorney-in-fact may rely entirely on information
furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.
The undersigned also agrees to indemnify and hold harmless Targa Resources Corp. and each such
attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects)
that arise out of or are based upon any untrue statements or omissions of necessary facts in the
information provided by or at the direction of the undersigned, or upon the lack of timeliness in
the delivery of information by or at the direction of the undersigned, to such attorney-in-fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5, Form 144 or
Schedule 13D or 13G (including amendments thereto) and agrees to reimburse Targa Resources Corp.
and such attorney-in-fact on demand for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage, liability or
action.
This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G (including amendments
thereto) with respect to the undersigned’s holdings of and transactions in securities issued by
Targa Resources Corp., unless earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact. This Power of Attorney revokes all other powers of attorney that
the undersigned has previously granted concerning the matters described herein.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the
date written below.
| /s/ Rene R. Joyce | ||||
| Rene R. Joyce | ||||
November 23, 2010 |
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