Under the Securities Exchange Act of 1934
Amendment No. 5

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: o

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13D

2

3

4

STATEMENT ON SCHEDULE 13D

Explanatory Note: This Amendment No. 5 amends and supplements the Statement on Schedule 13D (the “Initial Statement”) filed on behalf of the Reporting Persons (as defined below) on December 3, 2007, relating to the common units (“Common Units”) of El Paso Pipeline Partners, L.P. (such Initial Statement, as amended and supplemented by Amendment No. 1 dated October 14, 2008, Amendment No. 2 dated April 7, 2010, Amendment No. 3 dated February 24, 2011 and Amendment No. 4 dated August 28, 2012, the “Statement”).

Item 1 of the Statement is hereby amended and restated in its entirety as follows:

This Statement relates to the Common Units of El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “Issuer” or “EPB”), whose principal executive offices are located at 1001 Louisiana Street, Suite 1000, Houston, Texas 77002.

Item 2 of the Statement is hereby amended and restated in its entirety as follows:

This Statement is filed by (i) Kinder Morgan, Inc., a Delaware corporation (“KMI”), (ii) El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company (the “General Partner”), and (iii) El Paso Pipeline LP Holdings, L.L.C., a Delaware limited liability company (“Holdings” and together with KMI and the General Partner, collectively, the “Reporting Persons”).

KMI directly or indirectly owns 100% of the outstanding membership interests in El Paso Pipeline Holding Company, L.L.C., a Delaware limited liability company (“Holdco”). Holdco is the sole member of each of the General Partner and Holdings. Holdings is a limited partner of the Issuer with an approximate 40.4% limited partner interest. The General Partner is the sole general partner of the Issuer. KMI, through its indirect ownership interest in Holdings, has shared voting and investment power over the Common Units owned by Holdings. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

KMI is the largest midstream and third largest energy company in North America.  It owns an interest in or operates approximately 80,000 miles of pipeline and 180 terminals. Its pipelines transport natural gas, gasoline, crude oil, carbon dioxide and other products, and its terminals store petroleum products and chemicals and handle such products as ethanol, coal, petroleum coke and steel. The principal business of Holdings is to hold Common Units in the Issuer.  The principal business of the General Partner is to hold the general partner units and incentive distribution rights in the Issuer and to manage the business and affairs of the Issuer. The business address of each of the Reporting Persons is 1001 Louisiana Street, Houston, Texas 77002.

Information relating to the directors and executive officers of the Reporting Persons (collectively, the “Listed Persons”) is contained in Appendix A attached hereto and is incorporated herein by reference.

None of the Reporting Persons or, to the undersigned’s knowledge, any person listed on Appendix A hereto, has been during the last five years (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of the Statement is supplemented as follows:

On May 2, 2014, KMI contributed to the Issuer its 50% equity interest in Ruby Pipeline Holding Company, L.L.C. (“Ruby”), its indirect 50% equity interest in Gulf LNG Holdings Group, L.L.C. (“Gulf LNG”) and its indirect 47.5% equity interest in Young Gas Storage Company, Ltd in a transaction valued at approximately $2 billion. The transaction value included approximately $1 billion of debt as of April 30, 2014, representing 50% of

5

the total debt of Ruby and Gulf LNG as of such date and was effective as of the close of business on April 30, 2014. The aggregate consideration of $972 million paid to KMI in this drop-down transaction consisted of approximately $875 million of cash and 3,059,924 newly issued Common Units.

On August 9, 2014, KMI, together with E Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of KMI (“E Merger Sub”), entered into an Agreement and Plan of Merger (the “EPB Merger Agreement”) with EPB and the General Partner. Upon the terms and subject to the conditions set forth in the EPB Merger Agreement, E Merger Sub will merge with and into EPB (the “EPB Merger”), and the separate limited liability company existence of E Merger Sub will cease and EPB will continue its existence as a limited partnership under Delaware law as the surviving entity in the EPB Merger.

At the effective time of the EPB Merger, each Common Unit issued and outstanding (excluding Common Units owned by EPB or KMI or any of its subsidiaries) will be converted into the right to receive, at the election of the holder but subject to proration, (i) $4.65 in cash and 0.9451 of a share of Class P common stock of KMI (“KMI Common Stock”); (ii) $39.53 in cash without interest; or (iii) 1.0711 shares of validly issued, fully paid and nonassessable shares of KMI Common Stock (collectively, the “EPB Merger Consideration”). Any election by a holder to receive the consideration specified in clause (ii) or (iii) of the immediately preceding sentence will be subject to proration to ensure that the aggregate amount of cash paid and the aggregate number of shares of KMI Common Stock issued in the EPB Merger is the same that would be paid and issued if each Common Unit had been converted into the right to receive the consideration specified in clause (i).

The foregoing summary of the EPB Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the EPB Merger Agreement, a copy of which is filed as Exhibit 1.01 hereto and incorporated by reference in its entirety into this Item 3.

To finance the cash portion of the merger consideration for the EPB merger, KMI has entered into a commitment letter with Barclays Bank PLC, pursuant to which, subject to the terms and conditions set forth in the commitment letter, Barclays Bank has committed to provide to KMI a $5.0 billion senior unsecured 364-day term loan facility. This summary of the commitment letter does not purport to be complete and is qualified in its entirety by reference to the commitment letter, which is attached hereto as Exhibit 1.02 and incorporated by reference in its entirety into this Item 3.

Item 4 of the Statement is hereby amended and restated in its entirety as follows:

The response in Item 3 is incorporated herein by reference.

As promptly as possible after the effective time of the merger, the Reporting Persons will cause the Common Units to be (a) delisted from the New York Stock Exchange and (b) deregistered under the Act.

Except as set forth herein, the Reporting Persons have no present plan or proposal with respect to any action that would result in the occurrence of any of the matters enumerated under Item 4 of Schedule 13D.  The Reporting Persons reserve the right to formulate specific plans or proposals with respect to, or to change their intentions regarding, any or all of the foregoing.

Item 5 of the Statement is supplemented as follows:

(a) and (b) The information set forth in Items 7 through 11 of the cover pages hereto and the response in Item 2 are incorporated herein by reference.

(1) KMI, as the indirect 100% owner of Holdings, may, pursuant to Rule 13d-3, be deemed to beneficially own the 93,380,734 Common Units held of record by Holdings, which based on 231,097,050 Common Units outstanding as of August 7, 2014, represents approximately 40.4% of the outstanding Common Units. KMI, as the indirect 100% owner of the General Partner, may, pursuant to Rule 13d-3, be deemed to beneficially own the

6

4,716,266 general partner units and the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) in the Issuer held by the General Partner.

(2) The General Partner, as the sole general partner of the Issuer, does not beneficially own any Common Units of the Issuer. However, the General Partner does own 4,716,266 general partner units and the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) in the Issuer.

(3) Holdings is the record and beneficial owner of 93,380,734 Common Units, which based on 231,097,050 Common Units outstanding as of August 7, 2014, represents approximately 40.4% of the outstanding Common Units.

The persons listed on Appendix A disclaim any beneficial ownership of the Common Units owned by the Reporting Persons.

(c)  Except as described herein, none of the Reporting Persons, nor, to the Reporting Persons’ best knowledge, the persons listed on Appendix A, have effected any transactions in the Common Units in the past 60 days.

(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Units reported by such persons on the cover pages of this Statement and in this Item 5. See Appendix A for the information applicable to the Listed Persons. Except for the foregoing and the cash distribution described in Item 6, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Listed Persons.

(e) Not applicable.

7

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, such person hereby certifies that the information set forth in this statement is true, complete and correct.

8

APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS OF KINDER MORGAN, INC. AND EL PASO PIPELINE GP COMPANY, L.L.C.

Set forth below are the name, current business address, citizenship, present principal occupation or employment and beneficial ownership of Common Units of each director and executive officer of Kinder Morgan, Inc. and El Paso Pipeline GP Company, L.L.C.  Unless otherwise indicated, the principal address of each person listed below is 1001 Louisiana Street, Suite 1000, Houston, Texas 77002.  Each director or executive officer listed below is a citizen of the United States and, except as set forth below, has sole voting and dispositive power over all Common Units beneficially owned by him or her.

9

*                 Less than 1%.

10

(1)         Calculated based on 231,097,050 Common Units outstanding as of August 7, 2014.

(2)         Includes 10,250 Common Units held in entities indirectly controlled by Mr. Sarofim and/or advisory/managed accounts over which Mr. Sarofim or entities controlled by him have shared voting and/or dispositive power. Mr. Sarofim disclaims all pecuniary interest in these Common Units.

MEMBER OF EL PASO PIPELINE GP COMPANY, L.L.C.

See above information regarding the directors and executive officers of Kinder Morgan, Inc., which directly or indirectly owns 100% of the membership interests in El Paso Pipeline Holding Company, L.L.C., the sole member of El Paso Pipeline GP Company, L.L.C.

DIRECTORS AND EXECUTIVE OFFICERS OF EL PASO PIPELINE LP HOLDINGS, L.L.C.

See above information regarding the directors and executive officers of Kinder Morgan, Inc., which directly or indirectly owns 100% of the membership interests in El Paso Pipeline Holding Company, L.L.C., the sole member of El Paso Pipeline LP Holdings, L.L.C.

MEMBER OF EL PASO PIPELINE LP HOLDINGS, L.L.C.

See above information regarding the directors and executive officers of Kinder Morgan, Inc., which directly or indirectly owns 100% of the membership interests in El Paso Pipeline Holding Company, L.L.C., the sole member of El Paso Pipeline LP Holdings, L.L.C.

11