SEC Form 4 · accession 0001209191-15-030869
Dominion Energy Midstream Partners, LP · DM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
DOMINION RESOURCES INC
Director · 10% Owner
Period of report
Apr 1, 2015
Accepted (ET)
Apr 1, 2015 · 5:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001603286
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units (Limited Partner Interests)F1,F2 | Apr 1, 2015 | A | 5,112,139 | — | A | 48,932,717 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant 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.
- F2Holdco 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.
Remarks
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.