SEC Form 4 · accession 0001225208-17-000514
DCP Midstream, LP · DCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
DCP MIDSTREAM, LLC
10% Owner
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 7:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001338065
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2 | Dec 31, 2016 | P$0 | 20,223,754 | $0.00 | A | 24,210,046 | D | |
| Common UnitsF3,F2 | Jan 1, 2017 | P | 28,552,480 | $36.17 | A | 52,762,526 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 31, 2016, prior to and in connection with the Contribution (as defined below), the Reporting Person entered into an agreement whereby DCP LP Holdings, LLC ("Holdings") distributed (the "Distribution") all of its 20,223,754 Common Units to the Reporting Person, which, at the time of the Distribution, was the managing member of Holdings. As the managing member of Holdings, the Reporting Person may have been deemed to beneficially own indirectly all of the Common Units directly held by Holdings and transferred to the Reporting Person in the Distribution. The Reporting Person and Holdings have historically elected to file Section 16 filings jointly, but Holdings has filed independently to report the Distribution.
- F2Includes 1,887,618 Common Units held by DCP Midstream GP, LP (the "General Partner"). The Reporting Person is the sole member of the general partner of the General Partner and 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.
- F3On January 1, 2017, in connection with the closing of the transactions (the "Contribution") contemplated pursuant to the Contribution Agreement (the "Contribution Agreement"), dated December 30, 2016, among the Reporting Person, the Issuer, and DCP Midstream Operating, LP (the "Operating Partnership"), the Reporting Person contributed substantially all of its assets and $424 million in cash to the Operating Partnership and, as partial consideration for such contributions, the Issuer issued 28,552,480 Common Units to the Reporting Person and 2,550,644 General Partner Units to the General Partner. The price per unit was $36.17, the volume weighted average trading price of the Issuer's Common Units over the 20-day trading period ending on December 28, 2016.