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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Subordinated units (limited partner interests) | (3) | 02/17/2017 | P | 46,811,398 | (3) | (3) | Common units (limited partner interests) | 46,811,398 | (3) | 46,811,398 | D (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Columbia Pipeline Group, Inc. 5151 SAN FELIPE ST. SUITE 2500 HOUSTON, TX 77056 |
X | X | ||
TransCanada PipeLine USA Ltd. 700 LOUISIANA STREET SUITE 700 HOUSTON, TX 77002 |
X | X | ||
TRANSCANADA PIPELINES LTD 450 -1ST STREET SW P O BOX 1000 STATION M CALGARY ALBERTA, A0 T2P 5H1 |
X | X | ||
TRANSCANADA CORP 450 - 1ST STREET S.W. CALGARY ALBERTA, A0 T2P 5H1 |
X | X |
/s/Jon A. Dobson, Corporate Secretary of Columbia Pipeline Group, Inc. | 02/22/2017 | |
**Signature of Reporting Person | Date | |
/s/Jon A. Dobson, Corporate Secretary of TransCanada PipeLine USA Ltd. | 02/22/2017 | |
**Signature of Reporting Person | Date | |
/s/Christine R. Johnston, Vice-President, Law and Corporate Secretary of TransCanada PipeLines Ltd. | 02/22/2017 | |
**Signature of Reporting Person | Date | |
/s/Christine R. Johnston, Vice-President, Law and Corporate Secretary of TransCanada Corp | 02/22/2017 | |
**Signature of Reporting Person | Date |
* | 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) | The transaction reported occurred in connection with the merger of Columbia Pipeline Partners LP ("CPPL") with Pony Merger Sub LLC ("Merger Sub"), a wholly-owned subsidiary of Columbia Pipeline Group, Inc. ("CPG"), effective February 17, 2017. In consideration for the merger consideration paid by CPG to the holders of CPPL common units, CPPL issued to CPG 53,843,466 CPPL common units. |
(2) | In connection with the merger discussed in Note 1, the limited liability company interests in Merger Sub issued and outstanding immediately prior to the effective time of the merger were converted into one CPPL common unit. |
(3) | Each subordinated unit will convert into one common unit at the end of the subordination period described in CPPL's Registration Statement on Form S-1 (File No. 333-198990). The subordinated units have no expiration date. The subordinated units were not affected by the merger. |
(4) | This Form 4 is being filed jointly by TransCanada PipeLine USA Ltd. ("TransCanada USA"), TransCanada PipeLines Limited ("TPL"), TransCanada Corporation ("TransCanada") and CPG. The common units are owned directly by CPG; the subordinated units are owned directly by Columbia Energy Group, a wholly owned subsidiary of CPG. TransCanada USA wholly owns CPG; TPL wholly owns TransCanada USA; TransCanada wholly owns TPL. |
Remarks: CPG has the right to appoint all of the directors of the Board of Directors of CPP GP LLC, the general partner of CPPL. Therefore, each reporting owner of this Form 4 may be deemed a director by deputization. |