Edgar Filing: Williams Catherine Lynne

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Williams Catherine Lynne

2. Issuer Name and Ticker or Trading Symbol
ENBRIDGE INC [ENB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ENBRIDGE INC., 200, 425 1ST STREET SW

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2018

(Street)

CALGARY, A0 T2P 3L8

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares ⁽¹⁾	03/23/2018		A		936	A	⁽¹⁾	47,241 ⁽²⁾	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Stock Units

⁽³⁾

03/23/2018

2,052

⁽³⁾

Common Shares

2,052

$ 0

40,811 ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Williams Catherine Lynne C/O ENBRIDGE INC. 200, 425 1ST STREET SW CALGARY, A0 T2P 3L8	X

Signatures

/s/ Michelle Lowther, attorney-in-fact		03/27/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	All non-employee directors may elect to receive a portion of their compensation in the form of Enbridge Common Shares. The Enbridge Common Shares granted as a component of director compensation are not subject to any vesting conditions or other restrictions on transfer.
(2)	Includes 642 Enbridge Common Shares acquired by the Reporting Person between January 2, 2018 and March 23, 2018 under the Enbridge Dividend Reinvestment and Share Purchase Plan in transactions that were exempt under Rule 16a-11. As of January 1, 2018, the Reporting Person owned 45,663 directly-held Common Shares, rather than the 46,463 reported on the Form 3 filed on January 2, 2018.
(3)	All non-employee directors receive a portion of their compensation in the form of Deferred Stock Units ("DSUs"), which represent notional shares with the same value as Enbridge Common Shares. Such DSUs are fully vested at grant and are settled in cash upon retirement of the director based on the price of Enbridge Common Shares. The DSUs have no expiration date.
(4)	Includes 1,471 DSUs acquired by the Reporting Person between January 2, 2018 and March 23, 2018 under the Enbridge Dividend Reinvestment and Share Purchase Plan in transactions that were exempt under Rule 16a-11.

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