Edgar Filing: TC PIPELINES LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TC Pipelines LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

87233Q108

(CUSIP Number)

12/31/2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 (however, see the Notes).

CUSIP No. 87233Q108

Names of Reporting Persons:

OppenheimerFunds, Inc.

IRS No. 13-2527171

Check the Appropriate Box if a Member of a Group (See Instructions): Joint filing

SEC Use Only

Citizenship or Place of Organization:

Colorado

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power: 0

Shared Voting Power: 9,348,661

Sole Dispositive Power: 0

Shared Dispositive Power: 9,348,661

Aggregate Amount Beneficially Owned by Each Reporting Person: 9,348,661

(beneficial ownership disclaimed pursuant to Rule 13d-4 of the Exchange Act of 1934)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.

Percent of Class Represented by Amount in Row (9): 15.00%

12.

Type of Reporting Person (See Instructions):

CUSIP No. 87233Q108

Names of Reporting Persons:

IRS No. 27-1575849

Oppenheimer SteelPath MLP Alpha Fund

Check the Appropriate Box if a Member of a Group (See Instructions): Joint filing

SEC Use Only

Citizenship or Place of Organization:

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power: 3,503,958

Shared Voting Power: 0

Sole Dispositive Power: 0

Shared Dispositive Power: 3,503,958

Aggregate Amount Beneficially Owned by Each Reporting Person: 3,503,958

(beneficial ownership disclaimed pursuant to Rule 13d-4 of the Exchange Act of 1934)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.

Percent of Class Represented by Amount in Row (9): 5.62%

12.

Type of Reporting Person (See Instructions):

CUSIP No. 87233Q108

Names of Reporting Persons:

IRS No. 27-1575900

Oppenheimer SteelPath MLP Income Fund

Check the Appropriate Box if a Member of a Group (See Instructions): Joint filing

SEC Use Only

Citizenship or Place of Organization:

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power: 3,668,663

Shared Voting Power: 0

Sole Dispositive Power: 0

Shared Dispositive Power: 3,668,663

Aggregate Amount Beneficially Owned by Each Reporting Person: 3,668,663

(beneficial ownership disclaimed pursuant to Rule 13d-4 of the Exchange Act of 1934)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.

Percent of Class Represented by Amount in Row (9): 5.89%

12.

Type of Reporting Person (See Instructions):

Item:

1(a)

Name of Issuer:

TC Pipelines LP

1(b)

Address of Issuer's Principal Executive Offices:

KI Support

P.O. Box 799060

Dallas, TX 75379

2(a)

Name of Person Filing:

(i) OppenheimerFunds, Inc.

(ii) Oppenheimer SteelPath MLP Alpha Fund

(iii) Oppenheimer SteelPath MLP Income Fund

2(b)

Address of Principal Business Office or, if none, Residence:

(i) Two World Financial Center

225 Liberty Street

New York, NY 10281

(ii) 6803 South Tucson Way

Centennial, CO 80112

(iii) 6803 South Tucson Way

Centennial, CO 80112

2(c)

Citizenship:

(i) Colorado

(ii) Delaware

(iii) Delaware

2(d)

Title of Class of Securities: Common Units

2(e)

CUSIP Number:

87233Q108

OppenheimerFunds, Inc. is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

4(a)

Amount beneficially owned:

(i) 9,348,661 (beneficial ownership disclaimed pursuant to Rule 13d-4 of the Exchange Act of 1934)

(ii) 3,503,958

(iii) 3,668,663

(iv)

4(b)

Percent of class:

(i) 15.0%

(ii) 5.62%

(iii) 5.89%

4(c)

(i)

(ii)

(iii)

(iv)

Number of shares as to which the person has:

Sole power to vote or to direct the vote

(a) 0

(b) 0

Shared power to vote or to direct the vote:

(a) 9,348,661

(b) 3,503,958

Sole power to dispose or to direct the disposition of:

(a) 0

(b) 0

Shared power to dispose or to direct the disposition of:

(a) 9,348,661

(b) 3,503,958

Ownership of Five Percent or Less of a Class: [ X ]

Ownership of More than Five Percent on Behalf of Another Person.:

N/A

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

N/A

Identification and Classification of Members of the Group:

N/A

Notice of Dissolution of Group:

N/A

10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TC Pipelines LP


	02/07/2013
	Date

	/s/ Mark S. Vandehey
	Signature

	Mark S. Vandehey, Sr. Vice President and Chief Compliance Officer
	Name/Title