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