SEC FORM 4

SEC Form 4

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^*

TRANSCANADA PIPELINES LTD

(Last)

(First)

(Middle)

450 I STREET SW

(Street)

CALGARY ALBERTA

T2P 5H1

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TC PIPELINES LP [ TCLP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	08/01/2003		C		936,435	A	$0⁽¹⁾	4,672,870	I	See Footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subordinated units	$0⁽¹⁾	08/01/2003		J		936,435		08/01/2003⁽²⁾	08/01/2003⁽³⁾	Common units	936,435	$0⁽²⁾	0⁽⁴⁾	I	See Footnote⁽⁵⁾
Subordinated units	$0⁽¹⁾	08/01/2003		C			936,435	08/01/2003⁽²⁾	08/01/2003⁽³⁾	Common units	936,435	$0⁽²⁾	0⁽⁴⁾	I	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

TRANSCANADA PIPELINES LTD

(Last)

(First)

(Middle)

450 I STREET SW

(Street)

CALGARY ALBERTA

T2P 5H1

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TRANSCANADA CORP

(Last)

(First)

(Middle)

450 - 1ST STREET SW

(Street)

CALGARY

T2P 5H1

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Subordinated units which convert to common units on a one-for-one basis.

2. Automatic conversion of subordinated units in accordance with terms of limited partnership agreement of TC PipeLines, LP.

3. The subordinated units do not have an expiration date.

4. First business day after the record date for the quarter ended June 30, 2004, provided the terms of the partnership agreement are met, an additional 936,436 subordinated units will automatically convert on a one-to-one basis into common units.

5. TC PipeLines GP, Inc. is a wholly owned subsidiary of TransCan Northern Ltd. which is a wholly owned subsidiary of TransCanada PipeLines Limited which is a subsidiary of TransCanada Corporation. TC PipeLines GP, Inc. owns 1,872,870 common units. TransCan Northern Ltd. owns 2,800,000 common units. TransCanada PipeLines Limited and TransCanada Corporation are the indirect beneficial owner of 4,672,870 common units.

	/s/ Rhondda E.S. Grant	08/05/2003
	** 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).
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