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* QEP RESOURCES, INC. (Last) (First) (Middle) 1050 17TH STREET, SUITE 500 (Street) DENVER CO 80265 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/08/2013	3. Issuer Name and Ticker or Trading Symbol QEP Midstream Partners, LP [ QEPM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) Refer to footnote (4)	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 (Limited Partner Interests)	0(1)(2)(3)	I	Refer to Footnote(4)

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 (Limited Partner Interests)	(5)	(5)	Common Units	(1)(2)(3)	$0.00(5)	I	Refer to Footnote(4)

1. Name and Address of Reporting Person* QEP RESOURCES, INC. (Last) (First) (Middle) 1050 17TH STREET, SUITE 500 (Street) DENVER CO 80265 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Refer to footnote (4)

1. Name and Address of Reporting Person* QEP Midstream Partners, LP (Last) (First) (Middle) 1050 17TH STREET, SUITE 500 (Street) DENVER CO 80265 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Refer to footnote (4)

1. Name and Address of Reporting Person* QEP Field Services Co (Last) (First) (Middle) 1050 17TH STREET, SUITE 500 (Street) DENVER CO 80265 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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).

2. 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.

3. 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.

4. 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.

5. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement.

Remarks:

	/s/ Abigail L. Jones, Corporate Secretary	08/08/2013
	/s/ Abigail L. Jones, Vice President, Compliance and Corporate Secretary	08/08/2013
	/s/ Abigail L. Jones, Vice President, Compliance and Corporate Secretary	08/08/2013
	** Signature of Reporting Person	Date
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