SEC Form 4 · accession 0001140361-17-008687
Columbia Pipeline Partners LP · CPPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
TRANSCANADA PIPELINES LTD
Director · 10% Owner
TRANSCANADA CORP
Director · 10% Owner
Columbia Pipeline Group, Inc.
Director · 10% Owner
TransCanada PipeLine USA Ltd.
Director · 10% Owner
Period of report
Feb 17, 2017
Accepted (ET)
Feb 22, 2017 · 5:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001420783
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common units (limited partner interests)F1,F4 | Feb 17, 2017 | A | 53,843,466 | — | A | 53,843,466 | D | |
| Common units (limited partner interests)F2,F4 | Feb 17, 2017 | A | 1 | — | A | 53,843,466 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated units (limited partner interests)F3,F4 | — | Feb 17, 2017 | P | 46,811,398 | A | — | — | Common units (limited partner interests) | 46,811,398 | 46,811,398 | D |
Explanation of responses
- F1The 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.
- F2In 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.
- F3Each 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.
- F4This 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.