SEC Form 4 · accession 0001225208-16-042717
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 1, 2016
Accepted (ET)
Dec 5, 2016 · 5:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001603286
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred UnitsF1,F3,F2 | — | Dec 1, 2016 | A | 11,365,628 | A | — | — | Common Units (Limited Partner Interests) | 11,365,628 | 11,365,628 | I |
Explanation of responses
- F1On December 1, 2016, pursuant to the Contribution, Conveyance and Assumption Agreement dated October 28, 2016 (the "Contribution Agreement"), by and among Dominion Resources, Inc. ("Dominion"), QPC Holding Company ("QPC Holdco") and Dominion Midstream Partners, LP (the "Issuer"), QPC Holdco contributed to the Issuer and the Issuer acquired from QPC Holdco all of the issued and outstanding membership interests of Questar Pipeline, LLC in exchange for consideration of $1.29 billion, including 11,365,628 Series A Convertible Preferred Units representing limited partner interests in the Issuer ("Preferred Units"). The value of the Preferred Units issued was $300,000,000, determined as set forth in the Contribution Agreement. The Preferred Units are convertible on a one-for-one basis (subject to customary anti-dilution adjustments) (i) by the holders of such Preferred Units after the second anniversary of the issue date, and (ii) by the Issuer after the third anniversary of the issue date.
- F2The Preferred Units are perpetual in nature and have no expiration date.
- F3QPC Holdco is an indirect wholly-owned subsidiary of Dominion and therefore Dominion may be deemed to indirectly own the 11,365,628 Preferred Units issued to QPC Holdco pursuant to the Contribution Agreement.
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.