0001209191-15-030869.txt : 20150401 0001209191-15-030869.hdr.sgml : 20150401 20150401174725 ACCESSION NUMBER: 0001209191-15-030869 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150401 FILED AS OF DATE: 20150401 DATE AS OF CHANGE: 20150401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dominion 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] STATE OF INCORPORATION: VA FISCAL YEAR END: 0503 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36684 FILM NUMBER: 15744512 BUSINESS ADDRESS: STREET 1: 120 TREDEGAR STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048192000 MAIL ADDRESS: STREET 1: P. O. BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23261 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-04-01 0 0001603286 Dominion Midstream Partners, LP DM 0000715957 DOMINION RESOURCES INC /VA/ 120 TREDEGAR STREET RICHMOND VA 23219 1 0 1 0 Common Units (Limited Partner Interests) 2015-04-01 4 A 0 5112139 A 48932717 I See Footnote Pursuant to the Purchase, Sale and Contribution Agreement dated April 1, 2015 (the "Contribution Agreement") by and among the Issuer, Dominion Resources, Inc. ("Dominion") and Dominion MLP Holding Company II, Inc. ("Holdco"), Holdco agreed to contribute certain assets to the Issuer in exchange for (a) an unsecured promissory note in the initial principal amount of $295,331,972 and (b) 5,112,139 common units representing limited partner interests ("Common Units"). The market value of the Common Units issued in the transaction was $200,000,000, determined based on the volume-weighted average trading price of a Common Unit on the New York Stock Exchange for the 10-trading day period ending on March 31, 2015. Holdco is a wholly owned subsidiary of Dominion and therefore Dominion may be deemed to indirectly own the securities of the Issuer acquired by Holdco. Additionally, Dominion may be deemed to indirectly own an additional 11,847,789 Common Units and 31,972,789 subordinated units representing limited partner interests ("Subordinated Units") in the Issuer held directly by its indirect wholly owned subsidiary Dominion MLP Holding Company, LLC. 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. Dominion Midstream GP, LLC (the "General Partner") serves as the general partner of the Issuer and manages the Issuer's operations and activities on the Issuer's behalf through the General Partner's directors and executive officers. The General Partner is ultimately controlled by Dominion and some of Dominion's directors and executive officers also serve as directors and executive officers of the General Partner. Due to its ultimate control of the General Partner, Dominion has the right to appoint the board of directors of the General Partner. /s/ Karen W. Doggett, Assistant Corporate Secretary, Dominion Resources, Inc. 2015-04-01