SEC FORM 4

SEC FORM 4 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^*

HEEG PEGGY A

(Last)

(First)

(Middle)

700 LOUISIANA STREET

(Street)

HOUSTON

77002-2700

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TC PIPELINES LP [ TCP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2021

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Share Units	⁽¹⁾⁽²⁾	03/03/2021		D			826	⁽¹⁾⁽²⁾	⁽³⁾	Common units representing limited partner interest	0	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of upon effectiveness of the merger contemplated by the Agreement and Plan of Merger, dated as of December 14, 2020, by and among TC PipeLines, LP, a Delaware limited partnership ("TC PipeLines"), TC PipeLines GP, Inc., a Delaware corporation, TC Energy Corporation, a Canadian corporation ("TC Energy"), TransCan Northern Ltd., a Delaware corporation, TransCanada PipeLine USA Ltd., a Nevada corporation and TCP Merger Sub LLC, a Delaware limited liability company and indirect wholly owned subsidiary of TC Energy ("Merger Sub");

2. (cont'd from Footnote 1) whereby of Merger Sub merged with and into TC PipeLines, with TC PipeLines continuing as the surviving entity (such merger, the "Merger"). Prior to the Merger, each deferred share unit ("DSU") represented the right to receive a cash equivalent value of one common unit of TC Pipelines pursuant to the terms of the TC PipeLines Deferred Share Unit Plan for Non-Employee Directors. As a result of the Merger, the underlying security for DSUs will convert to TC Energy common stock, but otherwise no changes were made to the terms of the DSUs. On March 2, 2021 (the day prior to the Merger), the closing price of one TC Energy common share was $43.32.

3. DSUs will be settled pursuant to the DSU Plan on the last business day of the first, second, third or fourth calendar quarter following the participant's separation from service, as elected by the participant in accordance with the terms of the DSU Plan.

	/s/ Jon A. Dobson, Attorney-in-Fact for Peggy Heeg	03/03/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4 filed by A Peggy Heeg