|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
Subordinated Units | (2) | 02/15/2011 | C | 27,727,411 | (2) | (4) | Common Units | 27,727,411 (2) | (2) | 0 | I | See footnotes (1) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EL PASO CORP/DE 1001 LOUISIANA STREET HOUSTON, TX 77002 |
X | |||
El Paso Pipeline Holding Company, L.L.C. 1001 LOUISIANA STREET HOUSTON, TX 77002 |
X | |||
El Paso Pipeline LP Holdings, L.L.C. 1001 LOUISIANA STREET HOUSTON, TX 77002 |
X | |||
EL PASO PIPELINE GP COMPANY, L.L.C. 1001 LOUISIANA STREET HOUSTON, TX 77002 |
X |
/s/ Robert W. Baker for El Paso Corporation | 02/16/2011 | |
**Signature of Reporting Person | Date | |
/s/ Robert W. Baker for El Paso Pipeline Holding Company, L.L.C. | 02/16/2011 | |
**Signature of Reporting Person | Date | |
/s/ Robert W. Baker for El Paso Pipeline LP Holdings, L.L.C. | 02/16/2011 | |
**Signature of Reporting Person | Date | |
/s/ Robert W. Baker for El Paso Pipeline GP Company, L.L.C. | 02/16/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | At the closing of the Issuer's initial public offering on November 21, 2007, El Paso or its subsidiaries contributed certain assets to the Issuer and in exchange, among other things, Holdings received 27,727,411 subordinated units. |
(2) | The 27,727,411 subordinated units converted into common units on a one-for-one basis for no additional consideration on February 15, 2011, after the Issuer satisfied certain financial tests set forth in the First Amended and Restated Agreement of Limited Partnership of the Issuer, dated November 21, 2007. |
(3) | As of February 15, 2011, El Paso Corporation ("El Paso") directly and indirectly owns 100% of El Paso Pipeline Holding Company, L.L.C. ("El Paso Holdco"), which owns 100% of each of El Paso Pipeline LP Holdings, L.L.C. ("Holdings") and El Paso Pipeline GP Company, L.L.C., the general partner of the Issuer (the "General Partner"). Accordingly, El Paso and El Paso Holdco are the indirect beneficial owners of 88,400,059 common units, the 2% general partner interest, the incentive distribution rights and the subordinated units of the Issuer. |
(4) | The subordinated units do not have an expiration date. |