0001209191-13-039978.txt : 20130808
0001209191-13-039978.hdr.sgml : 20130808
20130808181114
ACCESSION NUMBER: 0001209191-13-039978
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130808
FILED AS OF DATE: 20130808
DATE AS OF CHANGE: 20130808
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: QEP Midstream Partners, LP
CENTRAL INDEX KEY: 0001576044
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 800918184
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1050 17TH STREET, SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80265
BUSINESS PHONE: 303-394-4828
MAIL ADDRESS:
STREET 1: 1050 17TH STREET, SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80265
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: QEP Field Services Co
CENTRAL INDEX KEY: 0001583813
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36047
FILM NUMBER: 131023452
BUSINESS ADDRESS:
STREET 1: 1050 17TH STREET
STREET 2: SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80265
BUSINESS PHONE: (303) 672-6900
MAIL ADDRESS:
STREET 1: 1050 17TH STREET
STREET 2: SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80265
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: QEP Midstream Partners, LP
CENTRAL INDEX KEY: 0001576044
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36047
FILM NUMBER: 131023453
BUSINESS ADDRESS:
STREET 1: 1050 17TH STREET, SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80265
BUSINESS PHONE: 303-394-4828
MAIL ADDRESS:
STREET 1: 1050 17TH STREET, SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80265
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: QEP RESOURCES, INC.
CENTRAL INDEX KEY: 0001108827
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36047
FILM NUMBER: 131023454
BUSINESS ADDRESS:
STREET 1: 1050 17TH STREET, SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80265
BUSINESS PHONE: 303-672-6961
MAIL ADDRESS:
STREET 1: 1050 17TH STREET, SUITE 500
CITY: DENVER
STATE: CO
ZIP: 80265
FORMER NAME:
FORMER CONFORMED NAME: QUESTAR MARKET RESOURCES INC
DATE OF NAME CHANGE: 20000309
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2013-08-08
0
0001576044
QEP Midstream Partners, LP
QEPM
0001108827
QEP RESOURCES, INC.
1050 17TH STREET, SUITE 500
DENVER
CO
80265
1
0
1
1
Refer to footnote (4)
0001576044
QEP Midstream Partners, LP
1050 17TH STREET, SUITE 500
DENVER
CO
80265
0
0
0
1
Refer to footnote (4)
0001583813
QEP Field Services Co
1050 17TH STREET, SUITE 500
DENVER
CO
80265
1
0
1
0
Common Units (Limited Partner Interests)
0
I
Refer to Footnote
Subordinated Units (Limited Partner Interests)
0.00
Common Units
I
Refer to Footnote
As described in the Registration Statement, in connection with the closing of the Issuer's initial public offering (the "IPO") and the related formation transactions, QEP Resources will indirectly hold as of the closing of the IPO, through Field Services (i) 3,701,750 common units, representing approximately 13.9% of the outstanding common units of the Issuer, and (ii) 26,705,000 subordinated units, representing 100% of the outstanding subordinated units of the Issuer, for an approximate combined percentage of 56.9% of common units and subordinated units of the Issuer (or up to 6,701,750 common units and 26,705,000 subordinated units, representing an aggregate of 62.5% of common and subordinated units of the Issuer, if the underwriters do not exercise their option to redeem additional common units in full).
In connection with the closing of the IPO, QEP GP will hold approximately 1,090,000 general partner units, representing a 2.0% general partner interest in the Issuer and will hold 100% of the Incentive Distribution Rights of the Issuer.
As of the effectiveness of the Registration Statement, QEP Resources owns a 98% limited partner interest in the Issuer and QEP GP owns a 2% general partner interest in the Issuer.
This Form 3 is filed jointly by QEP Resources, Inc., a Delaware corporation ("QEP Resources"), QEP Field Services Company ("Field Services") and QEP Midstream Partners GP, LLC, a Delaware limited liability company ("QEP GP"), in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333 188487) (the "Registration Statement"). Accordingly, QEP GP and Field Services are both wholly owned indirect subsidiaries of QEP Resources. Field Services owns all of the membership interests in QEP GP. QEP GP is the general partner of the Issuer. QEP Resources may be deemed to indirectly own the securities of the Issuer held by QEP GP and Field Services, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.
Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement.
/s/ Abigail L. Jones, Corporate Secretary
2013-08-08
/s/ Abigail L. Jones, Vice President, Compliance and Corporate Secretary
2013-08-08
/s/ Abigail L. Jones, Vice President, Compliance and Corporate Secretary
2013-08-08