SEC FORM 3

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^*

Matthew C. Harris

(Last)

(First)

(Middle)

12 E. 49TH STREET

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2010

3. Issuer Name and Ticker or Trading Symbol
Chesapeake Midstream Partners, L.P. [ CHKM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 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	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I⁽¹⁾⁽²⁾	See Footnotes⁽¹⁾⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Subordinated Units	⁽⁵⁾	⁽⁵⁾	Common Units	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽⁵⁾	I⁽¹⁾⁽²⁾	See Footnotes⁽¹⁾⁽²⁾

Explanation of Responses:

1. GIP-A Holding (CHK), L.P. ("GIP-A"), GIP-B Holding (CHK), L.P. ("GIP-B"), GIP-C Holding (CHK), L.P. ("GIP-C" and together with GIP-A and GIP-B, the "GIP Partnerships") hold 50% limited partnership interest of the Issuer. The Reporting Person is a director of the Issuer's general partner, Chesapeake Midstream GP, L.L.C. The Reporting Person is also a member of the investment committee and other internal committees of Global Infrastructure Management, LLC, which committees (among other things) have the right to vote, or direct to vote, and to dispose, or to direct the disposition of, the securities held by the GIP Partnerships. However, the Reporting Person cannot individually control the outcome of such decisions. (Continued in footnote 2).

2. Additionally, the Reporting Person is a partner of an affiliate of the GIP Partnerships, and as such has a pecuniary interest in certain of the securities held by the GIP Partnerships. The Reporting Person disclaims beneficial ownership of the securities held by the GIP Partnerships in excess of his pecuniary interest in such units.

3. Pursuant to a Contribution, Conveyance and Assumption Agreement, which the GIP Partnerships, the Issuer and the other parties thereto entered into prior to the time the Securities and Exchange Commission declared the Issuer's Registration Statement on Form S-1 (Registration No. 333-164905) (the "Registration Statement") effective, the GIP Partnerships will exchange their existing ownership interests in an affiliate of the Issuer for approximately 20,725,561 Common Units and 34,538,061 Subordinated Units upon the closing of the Issuer's initial public offering, and up to an additional 3,187,500 Common Units in the event the underwriter's over-allotment option is not exercised, and the Issuer will redeem for nominal consideration the current 50% limited partnership interest in the Issuer held by the GIP Partnerships. (Continued in footnote 4).

4. If the Issuer increases or decreases the number of common units to be sold to the public through the underwriters, the Issuer will correspondingly decrease or increase the number of common units to be issued to the GIP Partnerships, respectively.

5. The Subordinated Units will convert into Common Units on a one-for-one basis at the end of the subordination period described in the Registration Statement.

	/s/ Marc D. Rome	07/28/2010
	** 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 5 (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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