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*
KETTERING GLEN L

(Last) (First) (Middle)
5151 SAN FELIPE STREET, SUITE 2500

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Columbia Pipeline Group, Inc. [ CPGX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $0.01 07/02/2015 A(1) 138,114 A $0.00 203,683.031 D
Common Stock, Par Value $0.01 44,197.2215 I 401(k) Plan
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
Phantom Stock $0.00 07/02/2015 A 69,373(2) (3) (3) Common Stock 69,373 $0.00 69,373 D
Explanation of Responses:
1. Reflects restricted stock units payable in shares of the Company's common stock under the issuer's Long-Term Incentive Plan. Pursuant to the Employee Matters Agreement between Columbia Pipeline Group, Inc. ("CPG") and NiSource Inc. ("NiSource") dated June 30, 2015 (the "EMA"), each restricted stock unit and certain performance stock units held by the reporting person immediately before the spin-off of CPG that was granted to the reporting person pursuant to an equity plan of NiSource has been converted into a restricted stock unit of CPG.
2. Represents phantom stock units acquired by the reporting person as a result of the substitution of phantom stock units of CPG for the phantom stock units of NiSource held by the reporting person prior to the spin-off of CPG from NiSource. This substitution occurred pursuant to the terms of the EMA.
3. The phantom stock units are to be settled following the reporting person's retirement or other termination of service.
Remarks:
/s/ Steven B. Nickerson, attorney-in-fact for Glen L. Kettering 07/07/2015
** 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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