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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Subordinated Units representing limited partner interests | (4) | 11/13/2008 | M(1) | 33,093,878 | (6) | (5) | Common Units representing limited partner interest | 33,093,878 | (7) | 0 | D (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Boardwalk Pipelines Holding Corp. 9 GREENWAY PLAZA SUITE 2800 HOUSTON, TX 77046 |
X | X | ||
LOEWS CORP 667 MADISON AVE NEW YORK, NY 10021 |
X |
Jamie Buskill, Chief Financial Officier on behalf of Boardwalk Pipelines Holding Corp. | 11/14/2008 | |
**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) | The transaction described herein is also exempt under Rule 16(b)-6(b) as the conversion of a derivative security, thus Transaction Code C is also applicable. |
(2) | 33,093,878 Subordinated Units converted into an equal number of Common Units on November 13, 2008, pursuant to the terms of the Issuer's Third Amended and Restated Agreement of Limited Partnership dated as of June 17, 2008. |
(3) | BPHC directly owns all securities reported on this Form 4. Loews Corporation's ownership form is indirect, through BPHC. Information regarding Loews Corporation is set forth on Exhibit 99.1 to this Form 4. |
(4) | 1-for-1. |
(5) | None. |
(6) | Immediately. |
(7) | Not Applicable. |