| 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)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/24/2012 | ||||||||||||||||||||||||||
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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 | 05/24/2012 | P | 1,920,751 | A | $33.06(1)(2)(3)(4) | 90,320,810 | I | See footnotes(1)(2)(3) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On May 17, 2012, the Issuer entered into a Contribution Agreement (the "Contribution Agreement") with El Paso Pipeline GP Company, L.L.C. (the "General Partner"), El Paso Corporation, El Paso LLC, El Paso Noric Investments III, L.L.C., Colorado Interstate Gas Company, L.L.C. ("CIG"), El Paso CNG Company, L.L.C., El Paso Cheyenne Holdings, L.L.C., Cheyenne Plains Investment Company, L.L.C. ("Cheyenne Plains Investment"), El Paso Pipeline Corporation, El Paso Pipeline Holding Company, L.L.C. ("Holdco"), El Paso Pipeline LP Holdings, L.L.C. ("Holdings") and El Paso Pipeline Partners Operating Company, L.L.C. Pursuant to the Contribution Agreement, the Issuer issued 1,920,751 newly issued Common Units to Holdings as partial consideration for a 100% member interest in Cheyenne Plains Investment and a 14% member interest in CIG. |
| 2. Concurrently with the issuance of the Common Units in connection with closing of the transactions contemplated by the Contribution Agreement, the General Partner received 39.199 additional general partner units in the Issuer after contributing approximately $1 million in order to maintain its 2% general partner interests in the Issuer. |
| 3. As of May 24, 2012, El Paso Corporation directly and indirectly owns 100% of El Paso LLC, which owns 100% of Holdco, which owns 100% of each of Holdings and the General Partner. Accordingly, El Paso Corporation and Holdco are the indirect beneficial owners of the 90,320,810 Common Units, the 2% general partner interest and the incentive distribution rights of the Issuer. |
| 4. The number of Common Units issued was determined based upon a price of $33.06 representing the average of the closing price of the Common Units calculated for the 20 day trading period ended May 22, 2012. |
| /s/ Robert W. Baker for El Paso Corporation | 05/24/2012 | |
| /s/ Robert W. Baker for El Paso Pipeline Holding Company, L.L.C. | 05/24/2012 | |
| /s/ Robert W. Baker for El Paso Pipeline LP Holdings, L.L.C. | 05/24/2012 | |
| /s/ Robert W. Baker for El Paso Pipeline GP Company, L.L.C. | 05/24/2012 | |
| ** 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. | ||