Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d)
AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 5)*
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TC
Pipelines, LP
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(Name of Issuer)
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Common Units
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(Title of Class of Securities)
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87233Q108
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of the Statement)
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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).
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CUSIP
NO. 87233Q108
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13G
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Page
2 of 10 Pages
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1.
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NAME OF REPORTING PERSONS
Energy Income Partners, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
7,888,173
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
7,888,173
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,888,173
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10.
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP
NO. 87233Q108
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13G
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Page
3 of 10 Pages
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1.
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NAME OF REPORTING PERSONS
James J. Murchie
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
7,888,173
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
7,888,173
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,888,173
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|
10.
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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CUSIP
NO. 87233Q108
|
13G
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Page
4 of 10 Pages
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1.
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NAME OF REPORTING PERSONS
Eva Pao
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
|
|
6.
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SHARED VOTING POWER
7,888,173
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|
7.
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SOLE DISPOSITIVE POWER
0
|
|
8.
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SHARED DISPOSITIVE POWER
7,888,173
|
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,888,173
|
|
10.
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
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|
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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CUSIP
NO. 87233Q108
|
13G
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Page
5 of 10 Pages
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1.
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NAME OF REPORTING PERSONS
Saul Ballesteros
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
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SHARED VOTING POWER
7,888,173
|
|
7.
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SOLE DISPOSITIVE POWER
0
|
|
8.
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SHARED DISPOSITIVE POWER
7,888,173
|
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,888,173
|
|
10.
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
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|
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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CUSIP
NO. 87233Q108
|
13G
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Page
6 of 10 Pages
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1.
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NAME OF REPORTING PERSONS
John K. Tysseland
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
|
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3.
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SEC USE ONLY
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|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
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SHARED VOTING POWER
7,888,173
|
|
7.
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SOLE DISPOSITIVE POWER
0
|
|
8.
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SHARED DISPOSITIVE POWER
7,888,173
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,888,173
|
|
10.
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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CUSIP
NO. 87233Q108
|
13G
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Page
7 of 10 Pages
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Item 1(a).
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Name of Issuer:
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TC Pipelines, LP
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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717 Texas Street
Suite 2400
Houston, TX 77002
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Item 2(a).
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Name of Person Filing:
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(i)
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Energy Income Partners, LLC
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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10 Wright Street
Westport, Connecticut 06880
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(i)
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Energy Income Partners, LLC is a Delaware limited liability company
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(ii)
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James Murchie is a citizen of the United States of America
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(iii)
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Eva Pao is a citizen of the United States of America
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(iv)
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Saul Ballesteros is a citizen of the United States of America
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(v)
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John Tysseland is a citizen of the United States of America
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Item 2(d).
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Title of Class of Securities:
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Common
Units
87233Q108
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with
§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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CUSIP
NO. 87233Q108
|
13G
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Page
8 of 10 Pages
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Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
This Schedule 13G is being filed
on behalf of (i) Energy Income Partners, LLC, a Delaware limited liability company; (ii) James J. Murchie; (iii) Eva Pao; (iv)
Saul Ballesteros; and (v) John K. Tysseland.
Ownership as of December 31, 2020,
is incorporated by reference to items (5) - (9) and (11) of each of the cover pages of the Reporting Persons.
James J. Murchie, Eva Pao and John
Tysseland are the Portfolio Managers with respect to portfolios managed by Energy Income Partners, LLC. Saul Ballesteros is a control
person of Energy Income Partners, LLC.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another
Person:
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Energy Income Partners, LLC, serves
as a sub-adviser to certain registered investment companies advised by First Trust Advisors LP (“Sub-Advised Funds”).
As of December 31, 2020, the Sub-Advised Funds beneficially owned 8.2% of this share class.
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company:
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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(i)
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Energy Income Partners, LLC
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(iv)
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Saul Ballesteros; and
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Item 9.
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Notice of Dissolution of Group:
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Not applicable.
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.
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CUSIP
NO. 87233Q108
|
13G
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Page
9 of 10 Pages
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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.
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Date:
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February 12, 2021
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By:
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/s/ Nandita Hogan
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Name:
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Nandita Hogan
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Title:
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Chief Compliance Officer, Energy Income Partners, LLC
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the filing person, evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement, Provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each
person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations
(see 18 U.S.C.
1001).
EXHIBIT 1
AGREEMENT OF JOINT FILING
Energy Income Partners, LLC, James J.
Murchie, Eva Pao, Linda A. Longville, Saul Ballesteros and John K. Tysseland hereby agree that the Statement on Schedule
13G to which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly
on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended.
Dated: February 12, 2021
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By:
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/s/ James J.Murchie
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Energy Income Partners, LLC
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Title: Chief Executive Officer
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By:
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/s/ Eva Pao
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Name: Eva Pao
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Title: Partner
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By:
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/s/ Saul Ballesteros
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Name: Saul Ballesteros
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Title: Head Trader
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By:
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/s/ John K.Tysseland
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Name: John K.Tysseland
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Title: Portfolio Manager
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