| 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 Columbia Pipeline Partners LP [ CPPL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/17/2017 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common units (limited partner interests) | 02/17/2017 | A | 53,843,466 | A | (1) | 53,843,466 | D(4) | |||
| Common units (limited partner interests) | 02/17/2017 | A | 1 | A | (2) | 53,843,466 | D(4) | |||
| 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 | ||||||||
| 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) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 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. |
| /s/Jon A. Dobson, Corporate Secretary of Columbia Pipeline Group, Inc. | 02/22/2017 | |
| /s/Jon A. Dobson, Corporate Secretary of TransCanada PipeLine USA Ltd. | 02/22/2017 | |
| /s/Christine R. Johnston, Vice-President, Law and Corporate Secretary of TransCanada PipeLines Ltd. | 02/22/2017 | |
| /s/Christine R. Johnston, Vice-President, Law and Corporate Secretary of TransCanada Corp | 02/22/2017 | |
| ** 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. | ||
