0000905148-19-000182.txt : 20190130 0000905148-19-000182.hdr.sgml : 20190130 20190130172016 ACCESSION NUMBER: 0000905148-19-000182 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190128 FILED AS OF DATE: 20190130 DATE AS OF CHANGE: 20190130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vichie Trent D CENTRAL INDEX KEY: 0001550764 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36684 FILM NUMBER: 19552856 MAIL ADDRESS: STREET 1: 717 5TH AVE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dorrell Michael B. CENTRAL INDEX KEY: 0001550758 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36684 FILM NUMBER: 19552857 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors Manager LLC CENTRAL INDEX KEY: 0001656524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36684 FILM NUMBER: 19552858 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors II LLC CENTRAL INDEX KEY: 0001667687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36684 FILM NUMBER: 19552859 BUSINESS ADDRESS: STREET 1: C/O STONEPEAK PARTNERS LP STREET 2: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Holdings II LP CENTRAL INDEX KEY: 0001667700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36684 FILM NUMBER: 19552860 BUSINESS ADDRESS: STREET 1: C/O STONEPEAK PARTNERS LP STREET 2: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Associates II LLC CENTRAL INDEX KEY: 0001667701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36684 FILM NUMBER: 19552861 BUSINESS ADDRESS: STREET 1: C/O STONEPEAK PARTNERS LP STREET 2: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Infrastructure Fund II (AIV) LP CENTRAL INDEX KEY: 0001755375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36684 FILM NUMBER: 19552862 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Commonwealth Upper Holdings LLC CENTRAL INDEX KEY: 0001755385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36684 FILM NUMBER: 19552863 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Commonwealth Holdings LLC CENTRAL INDEX KEY: 0001755376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36684 FILM NUMBER: 19552864 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dominion Energy Midstream Partners, LP CENTRAL INDEX KEY: 0001603286 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 465135781 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 120 TREDEGAR STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048192000 MAIL ADDRESS: STREET 1: 120 TREDEGAR STREET CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: Dominion Midstream Partners, LP DATE OF NAME CHANGE: 20140320 4 1 form4.xml X0306 4 2019-01-28 true 0001603286 Dominion Energy Midstream Partners, LP DM 0001755376 Stonepeak Commonwealth Holdings LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001755385 Stonepeak Commonwealth Upper Holdings LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001755375 Stonepeak Infrastructure Fund II (AIV) LP 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001667701 Stonepeak Associates II LLC 717 FIFTH AVENUE 25TH FLOOR NEW YORK NY 10022 true 0001667700 Stonepeak GP Holdings II LP 717 FIFTH AVENUE 25TH FLOOR NEW YORK NY 10022 true 0001667687 Stonepeak GP Investors II LLC 717 FIFTH AVENUE 25TH FLOOR NEW YORK NY 10022 true 0001656524 Stonepeak GP Investors Manager LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001550758 Dorrell Michael B. 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001550764 Vichie Trent D 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true Common Units 2019-01-28 4 C 0 16417018 A 16417018 D Common Units 2019-01-28 4 J 0 16417018 D 0 D Series A Convertible Preferred Units 2019-01-28 4 C 0 16417018 D Common Units 16417018 0 D The Series A Convertible Preferred Units representing partner interests in the Issuer (the "Preferred Units") are convertible into Common Units representing limited partner interests in the Issuer (the "Common Units"), on a one-to-one basis (subject to customary anti-dilution adjustments) (i) at the holder's election, following the second anniversary of the December 1, 2016 issue date (the "Issue Date"), and (ii) by the Issuer, following the third anniversary of the Issue Date, subject to certain conditions. These Preferred Units and Common Units are owned directly by Stonepeak Commonwealth Holdings LLC, and indirectly by Stonepeak Commonwealth Upper Holdings LLC, Stonepeak Infrastructure Fund II (AIV) LP, Stonepeak Associates II LLC, Stonepeak GP Holdings II LP, Stonepeak GP Investors II LLC, Stonepeak GP Investors Manager LLC, Michael Dorrell and Trent Vichie. Stonepeak Commonwealth Upper Holdings LLC is the managing member of Stonepeak Commonwealth Holdings LLC. Stonepeak Infrastructure Fund II (AIV) LP is the managing member of Stonepeak Commonwealth Upper Holdings LLC. Stonepeak Associates II LLC is the general partner of Stonepeak Infrastructure Fund II (AIV) LP. Stonepeak GP Holdings II LP is the sole member of Stonepeak Associates II LLC. Stonepeak GP Investors II LLC is the general partner of Stonepeak GP Holdings II LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors II LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC. Each Reporting Person disclaims beneficial ownership of the Preferred Units and the Common Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Preferred Units or the Common Units for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. On November 26, 2018, the Issuer and its general partner, Dominion Energy Midstream GP, LLC, entered into an Agreement and Plan of Merger (the "Merger Agreement") with Dominion Energy, Inc. and its indirect wholly owned subsidiary, Tredegar Street Merger Sub, LLC. Pursuant to the Merger Agreement, on January 28, 2019, Tredegar Street Merger Sub, LLC merged with and into the Issuer, with the Issuer surviving as an indirect, wholly owned subsidiary of Dominion Energy, Inc. (the "Merger"). Under the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, the Reporting Persons elected to have their Preferred Units converted into Common Units immediately before the effective time of the Merger. Under the terms of the Merger Agreement, at the effective time of the Merger before markets opened on January 28, 2019, these Common Units were cancelled and converted into the right to receive 0.2492 shares of Dominion Energy, Inc. common stock for each Common Unit. The closing price of Dominion Energy, Inc. common stock on January 25, 2019 was $69.16. Exhibit 99.1: Additional Signatures /s/ Michael Dorrell 2019-01-30 /s/ Trent Vichie 2019-01-30 EX-99.1 2 efc19-119_ex991.htm
Exhibit 99.1
 

STONEPEAK COMMONWEALTH HOLDINGS LLC

By: STONEPEAK COMMONWEALTH UPPER HOLDINGS LLC, its managing member
By:  STONEPEAK INFRASTRUCTURE FUND II (AIV) LP, its managing member
By: STONEPEAK ASSOCIATES II LLC, its general partner
By: STONEPEAK GP HOLDINGS II LP, its sole member
By: STONEPEAK GP INVESTORS II LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name:  Michael Dorrell
Title:  Managing Member                                                 Date:  01/30/2019



STONEPEAK COMMONWEALTH UPPER HOLDINGS LLC

By:  STONEPEAK INFRASTRUCTURE FUND II (AIV) LP, its managing member
By: STONEPEAK ASSOCIATES II LLC, its general partner
By: STONEPEAK GP HOLDINGS II LP, its sole member
By: STONEPEAK GP INVESTORS II LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name:  Michael Dorrell
Title:  Managing Member                                                 Date:  01/30/2019



STONEPEAK INFRASTRUCTURE FUND II (AIV) LP
 
By: STONEPEAK ASSOCIATES II LLC, its general partner
By: STONEPEAK GP HOLDINGS II LP, its sole member
By: STONEPEAK GP INVESTORS II LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name:  Michael Dorrell
Title:  Managing Member                                                 Date:  01/30/2019                                              



STONEPEAK ASSOCIATES II LLC
 
By: STONEPEAK GP HOLDINGS II LP, its sole member
By: STONEPEAK GP INVESTORS II LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name:  Michael Dorrell
Title:  Managing Member                                                 Date: 01/30/2019

STONEPEAK GP HOLDINGS II LP
 
By: STONEPEAK GP INVESTORS II LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name:  Michael Dorrell
Title:  Managing Member                                                 Date: 01/30/2019


STONEPEAK GP INVESTORS II LLC
 
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name:  Michael Dorrell
Title:  Managing Member                                                 Date:  01/30/2019



STONEPEAK GP INVESTORS MANAGER LLC
 
By: /s/ Michael Dorrell
Name:  Michael Dorrell
Title:  Managing Member                                                 Date:  01/30/2019