UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d)

of ~~The~~the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~June 30~~September 25, 2016

Columbia Pipeline Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36838	47-1982552
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

5151 San Felipe Street, Houston, Texas 77056

515 San Felipe St., Suite 2500

Houston, Texas

77056

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 386-3701

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report): Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

~~Introductory~~ITEM ~~Note~~8.01. OTHER EVENTS

On ~~July 1,~~September ~~2016~~25, ~~pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 17,~~ 2016, ~~among~~ Columbia Pipeline Group, Inc.~~, a Delaware corporation~~ (“CPG”), ~~TransCanada~~delivered ~~PipeLines Limited,~~ a ~~Canadian~~proposal ~~corporation~~to ~~(“Parent”),~~the ~~TransCanada~~Board ~~PipeLine USA Ltd., a Nevada corporation and a wholly owned subsidiary~~ of ~~Parent~~ Directors (the “USCPP ~~Parent~~GP Board”), ~~Taurus~~of ~~Merger~~CPP ~~Sub~~GP ~~Inc.~~LLC, athe ~~Delaware~~general ~~corporation~~partner ~~and~~of aColumbia ~~wholly~~Pipeline ~~owned~~Partners ~~subsidiary~~LP ~~of US Parent~~ (“~~Merger Sub~~CPPL”), ~~and~~to ~~solely~~acquire ~~for~~all ~~purposes~~ of ~~Section 3.02,~~CPPL’s ~~Section 5.02,~~outstanding common ~~Section 5.09~~units ~~and~~not ~~Article~~already ~~VIII~~owned ofby ~~the Merger~~CPG ~~Agreement,~~and ~~TransCanada~~its ~~Corporation,~~affiliates ain ~~Canadian~~exchange ~~corporation~~for ~~and~~cash, ~~the~~at ~~direct~~a ~~parent~~price ~~company~~ of ~~Parent~~$15.75 ~~(“TransCanada”),~~per ~~TransCanada~~common ~~completed~~unit, ~~its~~in ~~previously~~a ~~announced~~transaction ~~acquisition~~to ofbe ~~CPG~~structured ~~through~~as ~~the~~a merger of ~~Merger~~CPPL ~~Sub~~ with ~~and~~a ~~into~~wholly-owned ~~CPG (the~~subsidiary ~~“Merger”),~~of ~~with~~ CPG. asThe ~~the~~proposal ~~surviving~~is ~~corporation~~subject into the negotiation ~~Merger~~and ~~(the~~execution ~~“Surviving Corporation”). As a result~~ of ~~the Merger, CPG became~~ a ~~wholly~~definitive ~~owned~~agreement ~~direct~~and ~~subsidiary~~approval of USsuch ~~Parent~~definitive agreement and athe ~~wholly~~transactions ~~owned~~contemplated ~~indirect~~thereunder ~~subsidiary~~by ~~of TransCanada.~~the ~~The~~board ~~Merger~~of ~~became~~directors ~~effective~~of atCPG, ~~12:01~~the ~~a.m.~~CPP ~~Eastern~~GP ~~Daylight~~Board ~~Time~~and onCPPL’s ~~July 1, 2016 (the “Effective Time”)~~unitholders.

~~At the~~It ~~Effective~~is ~~Time,~~anticipated bythat ~~virtue~~authority ofto ~~the~~evaluate ~~Merger, each issued~~ and ~~outstanding~~respond ~~share of common stock, par value $0.01 per share, of CPG (“CPG Common Stock”) (other than (i) shares of CPG Common Stock owned immediately prior~~ to the ~~Effective Time~~proposal bywill ~~TransCanada,~~be ~~Parent,~~delegated US Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of TransCanada, Parent or US Parent and shares owned by CPG (and in each case not held by any such person on behalf of a third party or held in any rabbi trust in connection with any CPG benefit plan) (collectively, the “Cancelled Shares”), which were cancelled without any consideration being payable therefor, and (ii) shares of CPG Common Stock that were owned immediately prior to the ~~Effective~~Conflicts ~~Time~~Committee ~~by stockholders who had perfected and not withdrawn a demand for appraisal rights pursuant to Delaware law with respect to such shares~~ (~~collectively,~~ the “~~Dissenting~~CPP ~~Shares”)) was cancelled and converted into~~GP ~~the~~Conflicts ~~right to receive cash in an amount, without interest, equal to $25.50 per share (the “Per Share Merger Consideration~~Committee”). Atof the ~~Effective~~CPP ~~Time,~~GP ~~all~~Board. ~~shares~~There ofcan ~~CPG Common Stock ceased to~~ be ~~outstanding,~~no ~~were~~assurance ~~cancelled~~that ~~and~~a ~~ceased~~definitive toagreement ~~exist, and~~will ~~each~~be ~~share~~executed ofor ~~CPG~~that ~~Common~~any ~~Stock~~transaction ~~formerly~~will ~~represented~~be byapproved ~~book-entry~~or (other than Cancelled Shares and Dissenting Shares), represents only the right to receive the Per Share Merger Consideration, and each Dissenting Share formerly represented by book-entry represents only the right to receive the payment provided by Section 262 of the Delaware General Corporation Lawconsummated.

~~The foregoing~~A ~~description~~copy of the ~~Merger~~CPPL ~~Agreement~~press ~~and~~release ~~the~~dated ~~Merger~~September ~~does~~26, ~~not purport to be complete and is subject to~~2016, ~~and~~announcing ~~qualified in~~ its ~~entirety~~receipt ~~by, the full text~~ of the ~~Merger~~proposal ~~Agreement,~~is ~~which~~attached ~~was filed as Exhibit 2.1~~ to ~~CPG’s~~this Current Report on ~~Form~~ Form 8-K ~~filed~~as ~~with~~Exhibit ~~the~~99.1 ~~Securities~~ and ~~Exchange Commission (the “SEC”) on March 18, 2016 and~~ is incorporated herein by reference.

~~Item~~Forward-Looking ~~1.02~~Statements ~~Termination of a Material Definitive Agreement.~~

InThis ~~connection~~Current ~~with~~Report ~~the~~on ~~consummation~~Form of8-K ~~the~~contains ~~Merger,~~certain ~~(i) CPG~~“forward-looking ~~repaid~~statements” ~~all~~which ~~outstanding~~reflect ~~obligations~~CPG’s inviews ~~respect of principal, interest,~~ and ~~fees~~assumptions on ~~and,~~the ~~effective~~date as of ~~July 1,~~this ~~2016,~~Current ~~terminated~~Report ~~all~~on ~~applicable~~Form ~~commitments~~8-K ~~under~~regarding ~~the~~future ~~Revolving Credit Agreement~~events, ~~dated~~results asor ofoutcomes. ~~December 5,~~These ~~2014~~forward-looking ~~(the~~statements ~~“CPG~~include ~~Credit~~statements ~~Agreement”)~~about, ~~by and~~ among ~~CPG,~~other ~~as borrower~~things, ~~CPG~~the ~~OpCo~~transactions ~~LP,~~described ain ~~Delaware limited partnership, Columbia Energy Group, a Delaware corporation (“CEG”) and~~ CPG’s ~~OpCo GP LLC~~proposal, aincluding ~~Delaware~~the ~~limited~~delegation ~~liability company (“OpCo GP”), each as guarantor,~~ of the ~~financial~~proposal ~~institutions from time~~ to ~~time party thereto as lenders,~~ the ~~co-documentation~~CPP ~~agents~~GP ~~party~~Conflicts ~~thereto, JPMorgan Chase Bank, N~~Committee.~~A.,~~ asThese ~~administrative~~statements ~~agent~~involve ~~for~~known ~~the lenders,~~ and ~~Citibank,~~unknown ~~N.A.~~risks, asuncertainties ~~syndication agent,~~ and ~~(ii) Columbia~~other ~~Pipeline Partners LP~~factors, amany ~~Delaware~~of ~~limited~~which ~~partnership~~may ~~and~~be ~~an indirect~~beyond ~~subsidiary of~~ CPG’s ~~(“CPPL”)~~control, ~~repaid~~including ~~all~~the ~~outstanding~~risk ~~obligations~~that inthe ~~respect~~proposed oftransaction ~~principal,~~is ~~interest~~not ~~and~~consummated ~~fees~~at all ~~and,~~or ~~effective~~on asthe ofinitial ~~July 1,~~terms ~~2016,~~proposed ~~terminated~~or ~~all~~any ~~applicable~~other ~~commitments~~terms, ~~under~~that ~~the~~may ~~Revolving~~cause ~~Credit~~actual ~~Agreement,~~results ~~dated~~to ~~as of~~differ ~~December 5,~~materially ~~2014,~~from byany ~~and~~future ~~among CPPL~~events, ~~as borrower~~results, ~~CPG,~~performance ~~CEG~~or ~~and~~achievements ~~OpCo~~expressed ~~GP,~~or ~~each~~implied asby ~~guarantor,~~ the ~~financial~~forward-looking ~~institutions~~statements. ~~from~~All ~~time~~forward-looking statements tospeak ~~time~~only ~~party thereto~~ as ~~lenders,~~of the ~~co-documentation~~date ~~agents~~hereof. ~~party~~CPG ~~thereto,~~undertakes ~~Wells~~no ~~Fargo~~obligation ~~Bank,~~to ~~National Association,~~update asor ~~administrative~~revise ~~agent~~publicly ~~for~~any ~~the~~such ~~lenders, and The Bank of Tokyo~~forward-~~Mitsubishi~~looking ~~UFJ, Ltd~~statements., asCPG ~~syndication~~cautions ~~agent.~~you ~~The~~not ~~letters~~to ofplace ~~credit~~undue ~~that~~reliance ~~were~~on ~~outstanding~~these ~~under~~forward-looking ~~the~~statements. ~~CPG~~Please ~~Credit~~refer ~~Agreement prior~~ to ~~the~~CPG’s filings ~~termination~~with of the ~~commitments~~Securities ~~thereunder were,~~and asExchange ofCommission ~~the~~(“SEC”) ~~Effective~~for ~~Time,~~more ~~converted~~detailed ~~into~~information ~~letters~~regarding ofthese ~~credit~~risks, ~~deemed~~uncertainties ~~to be issued~~ and ~~defined under an existing credit facility of US Parent~~assumptions.

~~Item~~Important ~~2.01.~~Notice ~~Completion~~to ofInvestors ~~Acquisition or Disposition of Assets.~~

~~The~~This Current ~~disclosure~~Report ~~set~~on ~~forth~~Form in8-K ~~the~~does ~~section~~not ~~above~~constitute ~~entitled~~an ~~“Introductory~~offer ~~Note”~~to issell ~~incorporated~~any ~~herein by reference~~securities.

~~Item~~If ~~3.01~~the ~~Notice~~proposed merger is approved, a proxy statement of ~~Delisting~~CPPL, orand ~~Failure~~other tomaterials, ~~Satisfy~~will abe ~~Continued~~filed ~~Listing~~with ~~Rule~~the orSEC. ~~Standard;~~IF ~~Transfer~~AND WHEN APPLICABLE, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CPG, CPPL AND THE PROPOSED MERGER. If and when applicable, investors and security holders may obtain a free copy of ~~Listing~~the proxy statement and other documents containing information about CPG and CPPL, without charge, at the SEC’s website at www.sec.gov.

~~Shares~~ITEM of CPG Common Stock are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and listed on the New York Stock Exchange (the “NYSE”) under the symbol “CPGX9.” As a result of the Merger, at the Effective Time, each share of CPG Common Stock was automatically cancelled and, other than Cancelled Shares, converted into the right to receive the Per Share Merger Consideration (or, in the case of Dissenting Shares, the right to receive the payment provided by Section 262 of the Delaware General Corporation Law)01. ~~Shares~~FINANCIAL ofSTATEMENTS ~~CPG~~AND Common Stock were suspended from trading on the NYSE effective as of the opening of trading on July 1, 2016. At CPG’s request, the NYSE has filed with the SEC a Form 25 on CPG’s behalf to commence the process of withdrawing shares of CPG Common Stock from listing with the NYSE and terminating the registration of such shares under Section 12(b) of the Exchange Act. CPG intends to file a Form 15 with the SEC to terminate the registration of the shares of CPG Common Stock under the Exchange Act and suspend its reporting obligations with respect to such shares under Section 15(d) of the Exchange Act. EXHIBITS

~~Item~~(d) ~~3.03 Material Modification to Rights of Security Holders.~~Exhibits

Pursuant to the Merger Agreement and subject to the terms and conditions thereof, at the Effective Time, each outstanding CPG restricted stock unit, performance stock unit and phantom unit, whether or not vested, was deemed to be fully vested (in the case of performance stock units, based on performance deemed satisfied at the greater of actual performance for the relevant period and the target level of 100%), cancelled and converted into the right of the holder to receive the Per Share Merger Consideration in respect of each share of CPG Common Stock underlying such award.


Exhibit Number		Description

99.1		Press Release, dated September 26, 2016, issued by Columbia Pipeline Partners LP

~~The~~2 ~~information set forth in the section above entitled “Introductory Note” is incorporated herein by reference.~~

~~Item~~SIGNATURES ~~5.01 Change in Control of Registrant.~~

AsPursuant ato ~~result of~~ the ~~consummation~~requirements of the ~~Merger,~~Securities atExchange ~~the~~Act ~~Effective~~of ~~Time~~1934, athe ~~change~~registrant ofhas ~~control~~duly ofcaused ~~CPG~~this ~~occurred~~report ~~and~~to ~~CPG~~be ~~became~~signed aon ~~wholly~~its ~~owned~~behalf ~~direct~~by ~~subsidiary~~the ofundersigned UShereunto ~~Parent~~duly ~~and a wholly owned indirect subsidiary of TransCanada~~authorized.

~~The~~Date: ~~total~~September ~~cash consideration payable by TransCanada for all of the outstanding equity securities of CPG is approximately $10.2 billion in cash~~26, ~~which was funded through a combination of (i) net proceeds of approximately $3.2 billion from TransCanada’s public offering of its subscription receipts, which was completed on April 1,~~ 2016; (ii) amounts drawn under a $5.2 billion two-year senior unsecured bridge term loan credit facility that Parent entered into with Royal Bank of Canada, as administrative agent, and other financial institutions; (iii) amounts drawn under a $1.7 billion two-year senior unsecured bridge term loan credit facility US Parent entered into with Royal Bank of Canada, as administrative agent, and other financial institutions; and (iv) existing cash on hand and other sources available to TransCanada. TransCanada also assumed approximately $2.8 billion of indebtedness of CPG in connection with the Merger.

~~The~~Columbia ~~information~~Pipeline ~~set~~Group, ~~forth~~Inc. in(Registrant) ~~the~~By: ~~Introductory~~/s/ ~~Note~~Nathaniel ofA. ~~this~~Brown ~~Current~~Nathaniel ~~Report~~A. onBrown ~~Form~~Controller ~~8-K~~and isPrincipal ~~incorporated~~Financial ~~herein~~Officer by(Principal ~~reference.~~Accounting Officer and Duly Authorized Officer)

~~Item~~3 ~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements to Certain Officers.~~

AsEXHIBIT ~~disclosed~~INDEX ~~in a Current Report on Form 8-K filed by CPG on June 28, 2016, effective as of the Effective Time, Robert C. Skaggs, Jr., former Chairman of the Board of Directors and Chief Executive Officer of~~

CPG, Glen L. Kettering, former President of CPG, Stephen P. Smith, former Executive Vice President of CPG and Jon D. Veurink, former Senior Vice President and Chief Accounting Officer of CPG, resigned from their roles as executive officers of CPG. In addition, effective as of the Effective Time, Mr. Skaggs, Sigmund L. Cornelius, Marty R. Kittrell, W. Lee Nutter, Deborah S. Parker, Lester P. Silverman and Teresa A. Taylor, constituting all of the members of the board of directors of CPG as of immediately prior to the Effective Time, resigned from their roles as directors of CPG. None of these resignations were as a result of any disagreement with CPG, its management or its board of directors.


Exhibit Number		Description

99.1		Press Release, dated September 26, 2016, issued by Columbia Pipeline Partners LP

At4 the Effective Time, Stanley G. Chapman III, Brandon M. Anderson and Ronald L. Cook became the directors of CPG and the following persons were appointed as executive officers of CPG: Stanley G. Chapman III, President, Shawn L. Patterson, Vice President, Operations, and Nathaniel A. Brown, Controller and Principal Financial Officer.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 1, 2016, in connection with the consummation of the Merger, CPG amended and restated its certificate of incorporation. Effective that same date, CPG amended and restated its bylaws. The amended and restated certificate of incorporation of CPG and the amended and restated bylaws of CPG are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On June 30, 2016, CPG issued a press release announcing, among other things, that all conditions to the Merger had been satisfied and all necessary filings had been made such that the Merger would become effective at 12:01 a.m., Eastern Daylight Time, on July 1, 2016. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of March 17, 2016, by and among TransCanada PipeLines Limited, TransCanada PipeLine USA Ltd., Taurus Merger Sub Inc., Columbia Pipeline Group, Inc., and solely for purposes of Section 3.02, Section 5.02, Section 5.09 and Article VIII thereof, TransCanada Corporation (incorporated by reference to Exhibit 2.1 to CPG’s Current Report on Form 8-K filed on March 18, 2016).
3.1		Second Restated Certificate of Incorporation of Columbia Pipeline Group, Inc.
3.2		Third Amended and Restated Bylaws of Columbia Pipeline Group, Inc.
99.1		Press Release issued by Columbia Pipeline Group, Inc., dated June 30, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of March 17, 2016, by and among TransCanada PipeLines Limited, TransCanada PipeLine USA Ltd., Taurus Merger Sub Inc., Columbia Pipeline Group, Inc., and solely for purposes of Section 3.02, Section 5.02, Section 5.09 and Article VIII thereof, TransCanada Corporation (incorporated by reference to Exhibit 2.1 to CPG’s Current Report on Form 8-K filed on March 18, 2016).
3.1		Second Restated Certificate of Incorporation of Columbia Pipeline Group, Inc.
3.2		Third Amended and Restated Bylaws of Columbia Pipeline Group, Inc.
99.1		Press Release issued by Columbia Pipeline Group, Inc., dated June 30, 2016.

Columbia Pipeline Group, Inc.

Date: July 1, 2016

/s/ Gabriel Nwuli

Name: Gabriel Nwuli

Title: Assistant Corporate Secretary

Filing Compare · Columbia Pipeline Group, Inc.