X0306 4 2016-06-29 0001629995 Columbia Pipeline Group, Inc. CPGX 0001628362 Smith Robert Edgar 5151 SAN FELIPE STREET, SUITE 2500 HOUSTON TX 77056 1 See Remarks Common Stock, Par Value $0.01 2016-06-29 4 A 0 36983 0 A 82568 D Common Stock, Par Value $0.01 2016-07-01 4 D 0 82568 25.50 D 0 D Common Stock, Par Value $0.01 2016-07-01 4 D 0 6083.08 25.50 D 0 I 401(k) Plan Represents common stock issued as a result of the deemed satisfaction of the performance criteria of performance stock units granted on January 29, 2016. The performance criteria were deemed satisfied in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of March 17, 2016, between the registrant and TransCanada Corporation and certain of its affiliates, among others (the "Merger"). Includes (i) shares of common stock which pursuant to the Merger, were converted into the right to receive a cash payment of $25.50 per share; and (ii) the conversion of performance stock units into the right to receive a cash payment of $25.50 per share in connection with the Merger. Senior Vice President and General Counsel /s/ Steven B. Nickerson, Attorney-in-Fact for Robert E. Smith 2016-07-01