SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No. One)*
TC
PipeLines, LP
(Name
of
Issuer)
Common
Units
(Title
of
Class of Securities)
87233Q108
(CUSIP
Number)
December
31, 2008
(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
(the "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
|
13G/A Page
2 of 5 Pages
|
1
|
NAME
OF REPORTING PERSON
Tortoise
Capital Advisors, L.L.C.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ X ]
(See
Instructions)
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
2,366,592
(see Item 4)
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
2,366,592
(see Item 4)
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,366,592
(see Item 4)
|
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions)
Not
Applicable
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
|
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
|
Page
3 of 5 Pages
|
Item
1(a)
|
Name
of Issuer:
|
TC
PipeLines, LP
|
Item
1(b)
|
Address
of Issuer's Principal Executive
Offices:
|
13710
FNB Parkway, Omaha, Nebraska
68154-5200
|
Item
2(a)
|
Name
of Persons Filing:
|
This
13G is being filed by Tortoise
Capital Advisors, L.L.C., a Delaware limited liability company
(“TCA”).
|
Item
2(b)
|
Address
of Principal Business Office or, if None,
Residence:
|
The
principal business address is 11550
Ash Street, Suite 300, Leawood, Kansas 66211.
|
Item
2(c)
|
Citizenship:
|
TCA
is a Delaware limited liability
company.
|
Item
2(d)
|
Title
of Class of
Securities:
|
Common
Units
|
Item
2(e)
|
CUSIP
Number:
|
87233Q108
|
Item
3
|
The
Reporting Person is:
|
TCA
is an
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) .
|
Item
4
|
Ownership:
|
TCA
acts as an investment advisor to
certain closed-end investment companies registered under the Investment Company
Act of 1940. TCA, by virtue of investment advisory agreements with
these investment companies, has all investment and voting power over securities
owned of record by these investment companies. However, despite their
delegation of investment and voting power to TCA, these investment companies
may
be deemed to be the beneficial owners under Rule 13d-3 of the Act, of the
securities they own of record because they have the right to acquire investment
and voting power through termination of their investment advisory agreement
with
TCA. Thus, TCA has reported that it shares voting power and
dispositive power over the securities owned of record by these investment
companies. TCA also acts as an investment advisor to certain managed
accounts. Under contractual agreements with individual account
holders, TCA, with respect to the securities held in the managed accounts,
shares investment and voting power with certain account holders, and has no
voting power but shares investment power with certain other account
holders. TCA may be deemed the beneficial owner of the securities
covered by this statement under Rule 13d-3 of the Act. None of the
securities listed below are owned of record by TCA, and TCA disclaims any
beneficial interest in such securities.
Page
4 of
5 Pages
(a) Amount
beneficially owned: 2,366,592
(b) Percent
of class: 6.8%
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or direct the vote: 2,366,592
(iii) Sole
power to dispose or to direct the disposition of: 0
(iv) Shared
power to dispose or to direct the disposition
of: 2,366,592
|
Item
5
|
Ownership
of Five Percent or Less of a
Class:
|
|
|
Not
Applicable
|
|
Item
6
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
The
investment companies and the
managed accounts discussed in Item 4 above have the right to receive all
dividends from, and the proceeds from the sale of, the securities held in their
respective accounts. The interest of any one such person does not
exceed 5% of the class of securities.
|
Item
7
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
|
|
|
Reported
on By the Parent Holding Company or Control
Person:
|
Not
Applicable
|
Item
8
|
Identification
and Classification of Members of the
Group:
|
Not
Applicable
|
Item
9
|
Notice
of Dissolution of
Group:
|
Not
Applicable
|
Item
10
|
Certifications:
|
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.
Page
5 of
5 Pages
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.
| Tortoise Capital Advisors, L.L.C. | |||
|
Date:
February 12, 2009
|
By:
|
/s/Terry Matlack | |
| Terry Matlack | |||
| Chief Financial Officer | |||