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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EL PASO CORP/DE 1001 LOUISIANA STREET HOUSTON, TX 77002 |
X | |||
El Paso Pipeline Holding Company, L.L.C. 1001 LOUISIANA STREET HOUSTON, TX 77002 |
X | |||
El Paso Pipeline LP Holdings, L.L.C. 1001 LOUISIANA STREET HOUSTON, TX 77002 |
X | |||
EL PASO PIPELINE GP COMPANY, L.L.C. 1001 LOUISIANA STREET HOUSTON, TX 77002 |
X |
/s/ Robert W. Baker for El Paso Corporation | 03/31/2010 | |
**Signature of Reporting Person | Date | |
/s/ Robert W. Baker for El Paso Pipeline Holding Company, L.L.C. | 03/31/2010 | |
**Signature of Reporting Person | Date | |
/s/ Robert W. Baker for El Paso Pipeline LP Holdings, L.L.C. | 03/31/2010 | |
**Signature of Reporting Person | Date | |
/s/ Robert W. Baker for El Paso Pipeline GP Company, L.L.C. | 03/31/2010 | |
**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) | Pursuant to the Contribution Agreement, dated March 24, 2010 (the "Contribution Agreement"), by and among the Issuer, El Paso Pipeline GP Company, L.L.C. (the "General Partner"), El Paso Pipeline LP Holdings, L.L.C. ("Holdings"), El Paso Pipeline Partners Operating Company, L.L.C. (the "Operating Company"), El Paso Corporation ("El Paso"), El Paso Elba Express Company, L.L.C. ("Elba Express"), Southern LNG Company, L.L.C. ("SLNG"), El Paso Pipeline Corporation ("EPPC") and El Paso Pipeline Holding Company, L.L.C. ("EPP Holdco"), on March 30, 2010, the Issuer issued 5,346,251 Common Units to El Paso, EPP Holdco, EPPC, the General Partner and Holdings as partial consideration for a 51% membership interest in Elba Express and a 51% membership interest in SLNG. |
(2) | As of March 30, 2010, El Paso directly and indirectly owns 100% of EPP Holdco, which owns 100% of each of Holdings and the General Partner. Accordingly, El Paso and El Paso Holdco are the indirect beneficial owners of the 60,672,648 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 a price of $27.87 representing the highest volume weighted average price over certain specified trading periods ending on March 23, 2010. |