tcp-20200814

UNITED STATES  SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)			August 14, 2020


TC PipeLines, LP
(Exact name of registrant as specified in its charter)


Delaware	001-35358	52-2135448
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 Louisiana Street,

Suite 700

77002-2761

Houston,

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code			(877)			290-2772



(Former name or former address if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common units representing limited partner interests

TCP

New York Stock Exchange

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ﬁnancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐


Item 3.01			Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, Mr. Walentin (Val) Mirosh retired from the Board of Directors (the “Board”) of TC PipeLines GP, Inc. (the “General Partner”), the general partner of TC PipeLines, LP (the “Partnership”) on August 4, 2020, leaving the General Partner’s Audit Committee with only two directors, each of whom are independent under the New York Stock Exchange (“NYSE”) listing standards. In response to the Partnership’s prior notice and a written affirmation filed on August 14, 2020 disclosing the Partnership’s non-compliance with Section 303A.07(a) of the NYSE Listed Company Manual requiring audit committees to be comprised of at least three independent directors, the NYSE notified the General Partner on August 14, 2020 that the Partnership was deficient in meeting the Section 303A.07(a) requirement for three independent members on an audit committee.

The Partnership is undertaking a search for a new independent director and expects to announce a replacement as soon as reasonably practicable. Upon appointing a new member of the Audit Committee that meets the independence requirements of Section 10A-3 of, and Rule 10A-3 under, the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the NYSE Listed Company Manual, the Partnership will regain compliance with the applicable NYSE listing standard.

SIGNATURES

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 hereunto duly authorized.


			TC PipeLines, LP
			by: TC PipeLines GP, Inc.,
			its general partner


			By:			/s/ Jon Dobson
						Jon Dobson
						Secretary

Dated: August 20, 2020