Edgar Filing: El Paso Pipeline Partners, L.P.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EL PASO CORP/DE

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)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1001 LOUISIANA STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2011

(Street)

HOUSTON, TX 77002

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 Units								60,672,648	I	See footnotes ⁽¹⁾ ⁽²⁾

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subordinated Units

⁽³⁾ ⁽⁴⁾

01/21/2011

J⁽⁴⁾

27,727,411

⁽³⁾⁽⁴⁾

⁽⁵⁾

Common Units

27,727,411 ⁽³⁾ ⁽⁴⁾

⁽³⁾ ⁽⁴⁾

27,727,411 ⁽³⁾ ⁽⁴⁾

See footnotes ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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

Signatures

/s/ Robert W. Baker for El Paso Corporation		01/24/2011
^**Signature of Reporting Person		Date
/s/ Robert W. Baker for El Paso Pipeline Holding Company, L.L.C.		01/24/2011
^**Signature of Reporting Person		Date
/s/ Robert W. Baker for El Paso Pipeline LP Holdings, L.L.C.		01/24/2011
^**Signature of Reporting Person		Date
/s/ Robert W. Baker for El Paso Pipeline GP Company, L.L.C.		01/24/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	As of January 20, 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 60,672,648 common units, the 2% general partner interest, the incentive distribution rights and the subordinated units of the Issuer.
(2)	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.
(3)	The 27,727,411 subordinated units will convert into common units on a one-for-one basis for no additional consideration at the end of the subordinated period, which will end once the Issuer meets certain financial tests set forth in the First Amended and Restated Agreement of Limited Partnership of the Issuer, dated November 21, 2007 (the "Partnership Agreement").
(4)	On January 21, 2011, the Issuer announced that the Board of Directors of the General Partner declared a $0.44 per unit quarterly cash distribution for the fourth quarter of 2010, payable on February 15, 2011 to unitholders of record as of the close of business on February 1, 2011. Upon payment of such distribution, the Issuer will have satisfied the tests set forth in the Partnership Agreement for the termination of the subordination period and, as a result, all of the Issuer's outstanding subordinated units will convert into common units on a one-for-one basis.
(5)	The subordinated units do not have an expiration date.

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