0001209191-13-040886.txt : 20130815 0001209191-13-040886.hdr.sgml : 20130815 20130815161222 ACCESSION NUMBER: 0001209191-13-040886 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130814 FILED AS OF DATE: 20130815 DATE AS OF CHANGE: 20130815 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36047 FILM NUMBER: 131042373 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36047 FILM NUMBER: 131042374 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36047 FILM NUMBER: 131042375 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-08-14 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 (1) 0001576044 QEP Midstream Partners, LP 1050 17TH STREET, SUITE 500 DENVER CO 80265 0 0 0 1 Refer to footnote (1) 0001583813 QEP Field Services Co 1050 17TH STREET, SUITE 500 DENVER CO 80265 1 0 1 0 Common Units (Limited Partnership Interests) 2013-08-14 4 A 0 6701750 A 6701750 I By Field Services Subordinated Units (Limited Partner Interests) 2013-08-14 4 A 0 26705000 0.00 A Common Units (Limited Partner Interests) 26705000 26705000 I By Field Services This Form 4 is filed jointly by QEP Resources, Inc. ("QEP Resources"), QEP Field Services Company ("Field Services") and QEP Midstream Partners GP, LLC, the general partner of the Issuer (the "General Partner") in connection with the closing (the "Closing") of the initial public offering (the "IPO") and the related Closing transactions as reported in the Issuer's Registration Statement on Form S-1 (Registration No. 333 188487) (the "Registration Statement"). Field Services and the General Partner are wholly owned indirect subsidiaries of QEP Resources. QEP Resources may be deemed to indirectly own the securities of the Issuer held by Field Services and the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Pursuant to a Contribution, Conveyance and Assumption Agreement by and among the Issuer, Field Services, the General Partner and the other parties thereto, effective as of the Closing, Field Services contributed certain assets to the Issuer in exchange for (i) 6,701,750 common units of the Issuer and (ii) 26,705,000 subordinated units of the Issuer, representing approximately 25.1% of the outstanding common units of the Issuer and 100% of the outstanding subordinated units of the Issuer, for an aggregate 61.3% limited partner interest in the Issuer. Each subordinated unit will convert into one common unit at the end of the Subordination Period. /s/ Abigail L. Jones 2013-08-15 /s/ Abigail L. Jones 2013-08-15 /s/ Abigail L. Jones 2013-08-15