SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Muratta Lori M

(Last) (First) (Middle)
150 N. DAIRY ASHFORD ROAD

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Shell Midstream Partners, L.P. [ SHLX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 10/19/2022 D 12,960 D $15.85(1) 0 D
Common Units representing limited partner interests 10/19/2022 D 2,310 D $15.85(1) 0 I By Spouse(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Pursuant to that certain Agreement and Plan of Merger, dated as of July 25, 2022 (the "Merger Agreement"), by and among Shell USA, Inc. ("Shell"), the Issuer and the other parties thereto, Shell acquired all of the outstanding common units representing limited partnership interests in the Issuer not already held by Shell or its affiliates (the "Public Common Units") via a merger that resulted in the Issuer surviving the merger as an indirect, wholly owned subsidiary of Shell. Pursuant to the Merger Agreement, each Public Common Unit has converted into the right to receive $15.85 in cash per Public Common Unit.
2. These units were purchased through a retirement account of Ms. Muratta's spouse and were held jointly as community property under the name of Ms. Muratta's spouse.
Remarks:
The Issuer is a Delaware limited partnership, managed by the directors and officers of its general partner, Shell Midstream Partners GP LLC (the "General Partner"). Ms. Muratta is the Vice President, General Counsel and Secretary of the General Partner.
/s/ Lori M. Muratta 10/19/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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