Edgar Filing: WILLIAMS PIPELINE PARTNERS L.P.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â WILLIAMS COMPANIES INC

2. Date of Event Requiring Statement (Month/Day/Year)
01/17/2008

3. Issuer Name and Ticker or Trading Symbol
WILLIAMS PIPELINE PARTNERS L.P. [WMZ]

(Last)

(First)

(Middle)

ONE WILLIAMS CENTER

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

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

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

(Street)

TULSA,Â OKÂ 74172

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units Representing Limited Partnership Interests	0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WILLIAMS COMPANIES INC ONE WILLIAMS CENTER TULSA,Â OKÂ 74172	Â	Â X	Â	Â
WILLIAMS GAS PIPELINE CO LLC ONE WILLIAMS CENTER TULSA,Â OKÂ 74172	Â	Â X	Â	Â
WILLIAMS PIPELINE SERVICES CO ONE WILLIAMS CENTER TULSA,Â OKÂ 74172	Â	Â X	Â	Â
WILLIAMS PIPELINE GP LLC ONE WILLIAMS CENTER TULSA,Â OKÂ 74172	Â	Â X	Â	Â

Signatures

/s/ Brian Shore for The Williams Companies, Inc.		01/17/2008
^**Signature of Reporting Person		Date
/s/ Brian Shore for Williams Gas Pipeline Company LLC		01/17/2008
^**Signature of Reporting Person		Date
/s/ Brian Shore for Williams Pipeline Services Company		01/17/2008
^**Signature of Reporting Person		Date
/s/ Brian Shore for Williams Pipeline GP LLC		01/17/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Williams Pipeline GP LLC (the General Partner) owns a 2% general partner interest in the Issuer and Williams Pipeline Services Company (WPS Co) owns a 98% limited partner interest in the Issuer. The Williams Companies, Inc. (Williams) directly and indirectly owns 100% of Williams Gas Pipeline Company, L.L.C. (Williams Gas Pipeline), which owns 100% of the General Partner. Accordingly, Williams and Williams Gas Pipeline may be deemed to be indirect beneficial owners of any securities held by the General Partner.
(2)	In connection with the closing of the initial public offering of the Issuer (the Offering) and in exchange for the contribution of certain assets to the Issuer by affiliates of Williams, the General Partner will be issued 6,350,668 Common Units, 10,957,900 Subordinated Units, 684,869 units representing a 2% general partner interest and certain incentive distribution rights (IDRs), which represent the right to receive an increasing percentage of quarterly distributions of the Issuer. See also footnotes 3 and 5. The 98% limited partnership interest held by WPS Co. will be reduced as a result of the dilutive effect of the Offering and will be fully redeemed by the Issuer in connection with the Offering.
(3)	In connection with the Offering, the Issuer will grant the underwriters an option to purchase additional Common Units. If the underwriters exercise their option to purchase such additional shares, the total Common Units to be beneficially owned by the General Partner will be reduced by 2,437,500, resulting in the General Partner beneficially owning an aggregate of 3,913,168 Common Units.
(4)	The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
(5)	Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end once the Issuer meets certain financial tests set forth in its Partnership Agreement. These financial tests include, among other things, that the distributions of available cash from operating surplus on the outstanding Common Units, Subordinated Units and General Partner Units equaled or exceeded the sum of the minimum quarterly distributions for each of the prior three consecutive, non-overlapping four-quarter periods and the adjusted operating surplus for the same period equaled or exceeded the sum of the minimum quarterly distributions on all of such outstanding units on a fully diluted basis. The Subordinated Units do not have an expiration date.
Â Remarks: AttachedÂ heretoÂ asÂ ExhibitÂ 99.1Â isÂ theÂ JointÂ FilingÂ AgreementÂ amongÂ theÂ reportingÂ persons.

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