0001104659-17-006645.txt : 20170206 0001104659-17-006645.hdr.sgml : 20170206 20170206145749 ACCESSION NUMBER: 0001104659-17-006645 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170206 DATE AS OF CHANGE: 20170206 GROUP MEMBERS: VIVALDI ASSET MANAGEMENT, LLC GROUP MEMBERS: VIVALDI CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Columbia Pipeline Partners LP CENTRAL INDEX KEY: 0001420783 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 510658510 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88754 FILM NUMBER: 17575318 BUSINESS ADDRESS: STREET 1: 5151 SAN FELIPE STREET STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-386-3701 MAIL ADDRESS: STREET 1: 5151 SAN FELIPE STREET STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: NiSource Energy Partners, L.P. DATE OF NAME CHANGE: 20071210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vivaldi Holdings LLC CENTRAL INDEX KEY: 0001697019 IRS NUMBER: 471205673 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 225 W. WACKER DRIVE STREET 2: 2100 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3122488300 MAIL ADDRESS: STREET 1: 225 W. WACKER DRIVE STREET 2: 2100 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 a17-3880_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Columbia Pipeline Partners LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

198281107

(CUSIP Number)

January 25, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Potential persons who are to 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.

 


 

CUSIP No. 198281107

13G

 

 

 

1

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
Vivaldi Holdings LLC

47-1205673

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
None (see Item 4)

 

6

Shared Voting Power
3,007,616 (see Item 4)

 

7

Sole Dispositive Power
None (see Item 4)

 

8

Shared Dispositive Power
3,007,616 (see Item 4)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,007,616(1) (see Item 4)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
5.59%(2)

 

 

12

Type of Reporting Person
HC

 

(1)  Aggregate amount beneficially owned is reported as of the close of business on February 3, 2017, the business day immediately preceding the filing date of this Schedule 13G.

(2)  Percentage calculated based on 53,843,466 aggregate Common Units outstanding as of October 31, 2016, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2016.

 

2


 

CUSIP No. 198281107

13G

 

 

 

1

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
Vivaldi Asset Management, LLC

90-1006997

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
None (see Item 4)

 

6

Shared Voting Power
2,721,232 (see Item 4)

 

7

Sole Dispositive Power
None (see Item 4)

 

8

Shared Dispositive Power
2,721,232 (see Item 4)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,721,232(1) (see Item 4)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
5.05%(2)

 

 

12

Type of Reporting Person
IA

 

3


 

CUSIP No. 198281107

13G

 

 

 

1

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
Vivaldi Capital Management, LLC

45-3825664

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
None (see Item 4)

 

6

Shared Voting Power
286,384 (see Item 4)

 

7

Sole Dispositive Power
None (see Item 4)

 

8

Shared Dispositive Power
286,384 (see Item 4)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
286,384(1) (see Item 4)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
0.53%(2)

 

 

12

Type of Reporting Person
IA

 

4

 


 

Item 1.

 

(a)

Name of Issuer
Columbia Pipeline Partners LP

 

(b)

Address of Issuer’s Principal Executive Offices
5151 San Felipe St, Suite 2500, Houston, TX 77056

 

Item 2.

 

(a) – (c)  This statement is filed on behalf of the following:

 

 

 

 

 

(1)   Vivaldi Holdings LLC is a Delaware limited liability company (“VHL”), with its principal business office at 225 W. Wacker Drive, #2100, Chicago, IL 60606.

 

 

 

 

 

(2)   Vivaldi Asset Management, LLC is a Delaware limited liability company (“VAM”), with its principal business office at 225 W. Wacker Drive, #2100, Chicago, IL 60606.

 

 

 

 

 

(3)   Vivaldi Capital Management, LLC is a Delaware limited liability company (“VCM”), with its principal business office at 225 W. Wacker Drive, #2100, Chicago, IL 60606.

 

 

 

 

(d)

Title of Class of Securities
Common Units Representing Limited Partner Interests

 

(e)

CUSIP Number
198281107

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 

5


 

Item 4.

Ownership

VAM and VCM are both investment advisers registered with the U.S. Securities and Exchange Commission under Section 2013 of the Investment Advisers Act of 1940. VCM acts as investment adviser to certain private funds and separately managed accounts, while VAM acts as investment adviser to certain investment companies registered under the Investment Company Act of 1940 (collectively with the private funds and separately managed accounts managed by VCM, the “Accounts”). VAM and VCM, by virtue of investment advisory agreements with the Accounts, have investment and voting power over securities owned of record by the Accounts. VHL may be deemed the beneficial owner of the securities covered by this Schedule 13G under Rule 13d-3 of the Securities Exchange Act of 1934 because, as the sole equity owner of VAM and the controlling interest holder in VCM, VHL has effective control over VAM and VCM.

 

VHL

 

(a)

Amount beneficially owned   

3,007,616

 

(b)

Percent of class   

5.59%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

None

 

 

(ii)

Shared power to vote or to direct the vote    

3,007,616

 

 

(iii)

Sole power to dispose or to direct the disposition of   

None

 

 

(iv)

Shared power to dispose or to direct the disposition of   

3,007,616

 

VAM

 

(a)

Amount beneficially owned   

2,721,232

 

(b)

Percent of class   

5.05%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

None

 

 

(ii)

Shared power to vote or to direct the vote    

2,721,232

 

 

(iii)

Sole power to dispose or to direct the disposition of   

None

 

 

(iv)

Shared power to dispose or to direct the disposition of   

2,721,232

 

VCM

 

(a)

Amount beneficially owned   

286,384

 

(b)

Percent of class   

0.53%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

None

 

 

(ii)

Shared power to vote or to direct the vote    

286,384

 

 

(iii)

Sole power to dispose or to direct the disposition of   

None

 

 

(iv)

Shared power to dispose or to direct the disposition of   

286,384

 

6


 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

The Accounts described in Item 4 above have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts.  To the knowledge of VHL, VAM and VCM, the interest of any one such Account does not exceed 5% of the class of securities referred to above.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

7


 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 6, 2017

 

 

 

 

 

VIVALDI HOLDINGS LLC

 

 

 

 

 

By:

/s/ David Sternberg

 

 

Name:

David Sternberg

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

 

VIVALDI CAPITAL MANAGEMENT, LLC

 

By: Vivaldi Holdings LLC, its Managing Member

 

 

 

 

 

 

 

 

 

By:

/s/ David Sternberg

 

 

Name:

David Sternberg

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

 

VIVALDI ASSET MANAGEMENT, LLC

 

By: Vivaldi Holdings LLC, its Managing Member

 

 

 

 

 

By:

/s/ David Sternberg

 

 

Name:

David Sternberg

 

 

Title:

Managing Member

 

 

 

8