SEC Form 4 · accession 0001225208-15-022170
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
Dec 9, 2015
Accepted (ET)
Dec 11, 2015 · 4:09 pm EST
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,F3 | Dec 9, 2015 | P | 15,635 | $29.6776 | A | 49,612,011 | I | See Footnote |
| Common Units (Limited Partner Interests)F1,F4,F3 | Dec 9, 2015 | P | 13,141 | $28.8226 | A | 49,625,152 | I | See Footnote |
| Common Units (Limited Partner Interests)F1,F5,F3 | Dec 10, 2015 | P | 27,058 | $28.7253 | A | 49,652,210 | I | See Footnote |
| Common Units (Limited Partner Interests)F1,F6,F3 | Dec 10, 2015 | P | 1,718 | $29.2889 | A | 49,653,928 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Units were purchased pursuant to a 10b5-1 plan.
- F2Price reflects the weighted average purchase price. Units were purchased at prices ranging from $29.00 to $29.99. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price.
- F3Dominion Resources, Inc. ("Dominion") may be deemed to indirectly own 5,112,139 common units representing limited partner interests ("Common Units") in the Issuer held directly by its wholly-owned subsidiary Dominion MLP Holding Company II, Inc. and 721,211 Common Units held directly by its wholly-owned subsidiary Dominion MLP Holding Company III, Inc. 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.
- F4Price reflects the weighted average purchase price. Units were purchased at prices ranging from $28.01 to $28.98. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price.
- F5Price reflects the weighted average purchase price. Units were purchased at prices ranging from $28.13 to $29.10. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price.
- F6Price reflects the weighted average purchase price. Units were purchased at prices ranging from $29.11 to $29.42. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price.
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 Resources, Inc. ("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.