| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
|
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
El Paso Pipeline Partners, L.P. [ EPB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year)
09/30/2008 |
||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 Units | 09/30/2008 | P | 26,888,611 | A | $17.182 ( 1 ) ( 2 ) ( 3 ) | 55,326,397 | I | See footnotes ( 1 ) ( 2 ) | ||
|
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 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Pursuant to the Contribution and Exchange Agreement, dated September 17, 2008 (the "Contribution Agreement"), by and among El Paso Corporation ("EP"), El Paso Noric Investments III, L.L.C., Colorado Interstate Gas Company ("CIG"), El Paso SNG Holding Company, L.L.C., Southern Natural Gas Company ("SNG"), EPPP SNG GP Holdings, L.L.C., EPPP CIG GP Holdings, L.L.C., El Paso Pipeline GP Company, L.L.C. (the "GP"), El Paso Pipeline LP Holdings, L.L.C. ("Holdings"), the Issuer and El Paso Pipeline Partners Operating Company, L.L.C., the Issuer issued 26,888,611 Common Units to EP as partial consideration for an additional 30 percent general partner interest in CIG and an additional 15 percent general partner interest in SNG (the "Transaction"). |
| 2. As of September 30, 2008, El Paso Corporation ("EP") directly and indirectly owns 100% of El Paso Pipeline Holding Company, L.L.C. ("El Paso LLC"), which owns 100% of each of Holdings and the GP. Accordingly, EP and El Paso LLC are the indirect beneficial owners of the 55,326,397 Common Units, the 2% general partner interest, the incentive distribution rights and the subordinated units of the Issuer. |
| 3. The number of Common Units was determined based upon the $17.182 average of the closing sales price of the Common Units as of each trading day in the five day period ending on September 15, 2008. |
| /s/ Robert W. Baker for El Paso Corporation | 10/02/2008 | |
| /s/ Robert W. Baker for El Paso Pipeline Holding Company, L.L.C. | 10/02/2008 | |
| /s/ Robert W. Baker for El Paso Pipeline LP Holdings, L.L.C. | 10/02/2008 | |
| /s/ Robert W. Baker for El Paso Pipeline GP Company, L.L.C. | 10/02/2008 | |
| ** 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. | ||