SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GIP II Eagle Holdings Partnership, L.P. (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/25/2012	3. Issuer Name and Ticker or Trading Symbol CHESAPEAKE MIDSTREAM PARTNERS LP [ CHKM ]
		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 of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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	33,704,666	I	See footnotes(1)(2)

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: 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
Subordinated Units	(3)	(3)	Common Units	34,538,061	$0(3)	I	See footnotes(1)(2)

1. Name and Address of Reporting Person* GIP II Eagle Holdings Partnership, L.P. (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GIP II Eagle Acquisition Holdings GP, LLC (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Common Units and Subordinated Units reported herein are beneficially owned by GIP II Eagle Holdings Partnership, L.P. ("Eagle Holdings"). GIP II Eagle Acquisition Holdings GP, LLC is the general partner of Eagle Holdings. Global Infrastructure Investors II, LLC is the general partner of Global Infrastructure GP II, L.P., which is the managing member of GIP II Eagle Acquisition Holdings GP, LLC. By virtue of these relationships, each of the aforementioned entities may be deemed to share beneficial ownership of the Common Units and Subordinated Units reported herein. Each such entity expressly disclaims beneficial ownership of any such Common Units and Subordinated Units except to the extent of its pecuniary interest therein.

2. Global Infrastructure Investors II, LLC and Global Infrastructure GP II, L.P. filed a separate Form 3 reporting beneficial ownership of the Common Units and Subordinated Units reported herein on June 25, 2012.

3. The Subordinated Units may be converted into Common Units on a one-for-one basis after the expiration of the Subordination Period (as defined in the First Amended and Restated Agreement of Limited Partnership of the Issuer (the "Partnership Agreement")), and other circumstances as noted in the Partnership Agreement.

	GIP II EAGLE ACQUISITION HOLDINGS GP, LLC by: Global Infrastructure GP II, L.P., its managing member. by: Global Infrastructure Investors II, LLC, its general partner by: /s/ Mark Levitt, Secretary	06/25/2012
	GIP II EAGLE HOLDINGS PARTNERSHIP, L.P. by: GIP II Eagle Acquisition Holdings GP, LLC, its gen. partner by: Global Infrastructure GP II, L.P., its managing member. by: Global Infrastructure Investors II, LLC, its gen. partner by: /s/ Mark Levitt, Sec.	06/25/2012
	** Signature of Reporting Person	Date
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