| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TC PIPELINES LP [ TCP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/03/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Share Units | (1)(2) | 03/03/2021 | D | 34,396 | (1)(2) | (3) | Common units representing limited partner interest | 0 | (1)(2) | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of upon effectiveness of the merger contemplated by the Agreement and Plan of Merger, dated as of December 14, 2020, by and among TC PipeLines, LP, a Delaware limited partnership ("TC PipeLines"), TC PipeLines GP, Inc., a Delaware corporation, TC Energy Corporation, a Canadian corporation ("TC Energy"), TransCan Northern Ltd., a Delaware corporation, TransCanada PipeLine USA Ltd., a Nevada corporation and TCP Merger Sub LLC, a Delaware limited liability company and indirect wholly owned subsidiary of TC Energy ("Merger Sub"); |
| 2. (cont'd from Footnote 1) whereby of Merger Sub merged with and into TC PipeLines, with TC PipeLines continuing as the surviving entity (such merger, the "Merger"). Prior to the Merger, each deferred share unit ("DSU") represented the right to receive a cash equivalent value of one common unit of TC Pipelines pursuant to the terms of the TC PipeLines Deferred Share Unit Plan for Non-Employee Directors. As a result of the Merger, the underlying security for DSUs will convert to TC Energy common stock, but otherwise no changes were made to the terms of the DSUs. On March 2, 2021 (the day prior to the Merger), the closing price of one TC Energy common share was $43.32. |
| 3. DSUs will be settled pursuant to the DSU Plan on the last business day of the first, second, third or fourth calendar quarter following the participant's separation from service, as elected by the participant in accordance with the terms of the DSU Plan. |
| /s/ Jon A. Dobson, Attorney-in-Fact for Jack Stark | 03/03/2021 | |
| ** 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 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). | ||
| 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. | ||
