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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dominion Midstream Partners, LP [ DM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/20/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 (Limited Partner Interests) | 10/20/2014 | A | 11,847,789(1)(2)(3) | A | (3) | 11,847,789 | I | See Footnotes(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 (Limited Partner Interests) | (4) | 10/20/2014 | A | 31,972,789(1)(2)(3) | (4) | (4) | Common Units | 31,972,789(3) | $0.00(4) | 31,972,789 | I | See Footnotes(1)(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4 is being filed jointly by Dominion Resources, Inc. ("DRI"), Dominion Cove Point, Inc. ("DCP"), Dominion Midstream GP, LLC (the "General Partner") and Dominion MLP Holding Company, LLC ("DMHC"). DCP, a direct wholly-owned subsidiary of DRI, owns all of the membership interests in both the General Partner and DMHC. Accordingly, the General Partner and DMHC are both indirect wholly-owned subsidiaries of DRI. |
2. The General Partner owns the non-economic general partner interest in the Issuer. DCP owns all of the membership interests in the General Partner and DMHC. DRI owns all of the common stock of DCP. Accordingly, DCP and DRI both may be deemed to indirectly beneficially own the securities of the Issuer owned directly by the General Partner and DMHC, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. |
3. Pursuant to the transactions contemplated by the Contribution Agreement dated as of October 10, 2014 by and among the Issuer, DCP, the General Partner, DMHC, Dominion Cove Point LNG, LP ("Cove Point") and certain other affiliates of DRI, and in connection and effective with the closing of the initial public offering of the Issuer on October 20, 2014, DMHC obtained a general partner interest and certain limited partner interests in Cove Point, and contributed such partnership interests to the Issuer in exchange for (i) 11,847,789 common units and (ii) 31,972,789 subordinated units, for a combined 68.5% limited partner interest in the Issuer. The foregoing gives effect to the exercise in full by the underwriters of their option to purchase additional units. DRI and DCP both may be deemed to indirectly beneficially own the securities of the Issuer directly held by DMHC, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. |
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. 333-194864). The subordinated units have no expiration date. |
Remarks: |
/s/ Karen W. Doggett Assistant Corporate Secretary, Dominion Resources, Inc. | 10/22/2014 | |
/s/ Karen W. Doggett, Assistant Secretary, Dominion Cove Point, Inc. | 10/22/2014 | |
/s/ Karen W. Doggett, Assistant Secretary, Dominion Midstream GP, LLC | 10/22/2014 | |
/s/ Karen W. Doggett, Assistant Secretary, Dominion MLP Holding Company, LLC | 10/22/2014 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |