0000899243-17-025104.txt : 20171101 0000899243-17-025104.hdr.sgml : 20171101 20171101165510 ACCESSION NUMBER: 0000899243-17-025104 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171030 FILED AS OF DATE: 20171101 DATE AS OF CHANGE: 20171101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BP Pipelines (North America) Inc. CENTRAL INDEX KEY: 0001719209 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38260 FILM NUMBER: 171169647 BUSINESS ADDRESS: STREET 1: 501 WESTLAKE PARK BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: (281) 366-2000 MAIL ADDRESS: STREET 1: 501 WESTLAKE PARK BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77079 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BP Midstream Partners GP LLC CENTRAL INDEX KEY: 0001718832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38260 FILM NUMBER: 171169648 BUSINESS ADDRESS: STREET 1: 501 WESTLAKE PARK BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: (281) 366-2000 MAIL ADDRESS: STREET 1: 501 WESTLAKE PARK BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77079 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BP Midstream Partners Holdings LLC CENTRAL INDEX KEY: 0001719208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38260 FILM NUMBER: 171169646 BUSINESS ADDRESS: STREET 1: 501 WESTLAKE PARK BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: (281) 366-2000 MAIL ADDRESS: STREET 1: 501 WESTLAKE PARK BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77079 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BP Midstream Partners LP CENTRAL INDEX KEY: 0001708301 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 821646447 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 501 WESTLAKE PARK BLVD, 17.178 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: (832) 619-3640 MAIL ADDRESS: STREET 1: 501 WESTLAKE PARK BLVD, 17.178 CITY: HOUSTON STATE: TX ZIP: 77079 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-10-30 0 0001708301 BP Midstream Partners LP BPMP 0001719209 BP Pipelines (North America) Inc. 501 WESTLAKE PARK BOULEVARD HOUSTON TX 77079 1 0 1 0 0001719208 BP Midstream Partners Holdings LLC 501 WESTLAKE PARK BOULEVARD HOUSTON TX 77079 0 0 1 0 0001718832 BP Midstream Partners GP LLC 501 WESTLAKE PARK BOULEVARD HOUSTON TX 77079 0 0 1 0 Common Units representing limited partner interests 2017-10-30 4 J 0 3500535 A 3500535 I See Footnotes Subordinated Units representing limited partner interests 2017-10-30 4 J 0 52375535 0.00 A Common Units 52375535 52375535 I See Footnotes This Form 4 is being filed jointly by BP Pipelines (North America) Inc. ("BP Pipelines"), BP Midstream Partners Holdings LLC ("BP Holdco") and BP Midstream GP LLC (the "General Partner"). BP Holdco, a direct wholly owned subsidiary of BP Pipelines, owns all of the membership interests in the General Partner. Accordingly, the General Partner is an indirect wholly owned subsidiary of BP Pipelines. The General Partner owns the non-economic general partner interest in the Issuer. BP Holdco owns all of the membership interests in the General Partner. BP Pipelines owns all of the membership interests in BP Holdco. Accordingly, BP Pipelines may be deemed to indirectly own the securities of the Issuer directly held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. BP Pipelines may also be deemed to indirectly own the securities of the Issuer directly held by BP Holdco, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Pursuant to the Contribution, Assignment and Assumption Agreement dated as of October 30, 2017 by and among the Issuer, the General Partner, BP Holdco, BP Pipelines and The Standard Oil Company, and in connection and effective with the closing of the initial public offering of the Issuer on October 30, 2017, BP Holdco obtained (i) 3,500,535 common units and (ii) 52,375,535 subordinated units, for a combined 53.3% limited partner interest in the Issuer. The Issuer has granted to the underwriters a 30-day option to purchase up to an aggregate of 6,375,000 additional common units. If the underwriters do not exercise this option in full or at all, the common units that would have been sold to the underwriters had they exercised the option in full will be issued to BP Holdco at the expiration of the option period. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-220407). The subordinated units have no expiration date. /s/ Hans F. Boas, Chief Legal Counselor and Secretary, BP Midstream Partners GP LLC 2017-11-01 /s/ Susan Baur, Vice President, BP Midstream Partners Holdings LLC 2017-11-01 /s/ Susan Baur, Vice President, BP Pipelines (North America) Inc. 2017-11-01