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*
EL PASO CORP/DE

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2007
4. If Amendment, Date of 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
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 11/21/2007 P 32,187,786 A $0(1)(2)(3)(4) 32,187,786 I See footnotes(1)(2)(3)(4)
Common Stock 11/21/2007 D 3,750,000 D $18.72(1)(2)(3)(4) 28,437,786 I See footnotes(1)(2)(3)(4)
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
1. Name and Address of Reporting Person*
EL PASO CORP/DE

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
El Paso Pipeline Holding Company, L.L.C.

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
El Paso Pipeline LP Holdings, L.L.C.

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EL PASO PIPELINE GP COMPANY, L.L.C.

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As of November 26, 2007, El Paso Corporation ("EP") directly and indirectly owns 100% of El Paso Pipeline Holding Company, L.L.C. ("El Paso LLC"), which owns 100% of El Paso Pipeline LP Holdings, L.L.C. ("Holdings"), which was issued 32,187,786 Common Units and 27,727,411 Subordinated Units in connection with the closing of the initial public offering (the "Offering") of the Issuer. Accordingly, EP and El Paso LLC were the indirect beneficial owners of the 32,187,786 Common Units and 27,727,411 Subordinated Units.
2. As of November 26, 2007, El Paso LLC directly owns 100% of El Paso Pipeline GP Company, L.L.C. (the "GP"), which owns a 2% general partner interest in the Issuer.
3. At the closing of the Offering, in exchange for the contribution of certain assets to the Issuer by affiliates of EP, Holdings received 32,187,786 Common Units and 27,727,411 Subordinated Units and the GP continued its 2% general partner interest in the Issuer, represented by 1,732,963 General Partner Units, and received certain incentive distribution rights ("IDRs"), which represent the right to receive an increasing percentage of quarterly distributions, of the Issuer. In connection with the Offering the Issuer granted the underwriters an option to purchase up to an additional 3,750,000 Common Units (the "Underwriters' Option").
4. The Underwriters exercised the Underwriters' Option in full and the Issuer repurchased 3,750,000 Common Units from Holdings at a price per Common Unit equal to the proceeds per Common Unit before expenses but after underwriting discounts and structuring fees. EP and El Paso LLC indirectly beneficially own the Common Units and Subordinated Units that Holdings directly beneficially owns. EP and El Paso LLC indirectly beneficially own the General Partner Units and IDRs that the GP directly beneficially owns.
/s/ Robert W. Baker for El Paso Corporation 11/26/2007
/s/ Robert W. Baker for El Paso Pipeline Holding Company, L.L.C. 11/26/2007
/s/ Robert W. Baker for El Paso Pipeline LP Holdings, L.L.C. 11/26/2007
/s/ Robert W. Baker for El Paso Pipeline GP Company, L.L.C. 11/26/2007
** 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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