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