SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BP Pipelines (North America) Inc.

(Last) (First) (Middle)
501 WESTLAKE PARK BOULEVARD

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BP Midstream Partners LP [ BPMP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2017
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 10/30/2017 J(1)(2)(3) 3,500,535(1)(2)(3) A (3) 3,500,535 I See Footnotes(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units representing limited partner interests (4) 10/30/2017 J(1)(2)(3) 52,375,535 (4) (4) Common Units 52,375,535 $0.00(4) 52,375,535 I See Footnotes(1)(2)(3)
1. Name and Address of Reporting Person*
BP Pipelines (North America) Inc.

(Last) (First) (Middle)
501 WESTLAKE PARK BOULEVARD

(Street)
HOUSTON TX 77079

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BP Midstream Partners Holdings LLC

(Last) (First) (Middle)
501 WESTLAKE PARK BOULEVARD

(Street)
HOUSTON TX 77079

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BP Midstream Partners GP LLC

(Last) (First) (Middle)
501 WESTLAKE PARK BOULEVARD

(Street)
HOUSTON TX 77079

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
Remarks:
/s/ Hans F. Boas, Chief Legal Counselor and Secretary, BP Midstream Partners GP LLC 11/01/2017
/s/ Susan Baur, Vice President, BP Midstream Partners Holdings LLC 11/01/2017
/s/ Susan Baur, Vice President, BP Pipelines (North America) Inc. 11/01/2017
** Signature of Reporting Person Date
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