SEC Form 4 · accession 0000899243-17-025104
BP Midstream Partners LP · BPMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BP Midstream Partners GP LLC
10% Owner
BP Midstream Partners Holdings LLC
10% Owner
BP Pipelines (North America) Inc.
Director · 10% Owner
Period of report
Oct 30, 2017
Accepted (ET)
Nov 1, 2017 · 4:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001708301
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF1,F2,F3 | Oct 30, 2017 | J | 3,500,535 | — | A | 3,500,535 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated Units representing limited partner interestsF4,F1,F2,F3 | — | Oct 30, 2017 | J | 52,375,535 | A | — | — | Common Units | 52,375,535 | 52,375,535 | I |
Explanation of responses
- F1This Form 4 is being filed jointly by BP Pipelines (North America) Inc. ("BP Pipelines"), BP Midstream Partners Holdings LLC ("BP Holdco") and BP Midstream GP LLC (the "General Partner"). BP Holdco, a direct wholly owned subsidiary of BP Pipelines, owns all of the membership interests in the General Partner. Accordingly, the General Partner is an indirect wholly owned subsidiary of BP Pipelines.
- F2The General Partner owns the non-economic general partner interest in the Issuer. BP Holdco owns all of the membership interests in the General Partner. BP Pipelines owns all of the membership interests in BP Holdco. Accordingly, BP Pipelines 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. BP Pipelines may also be deemed to indirectly own the securities of the Issuer directly held by BP Holdco, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.
- F3Pursuant to the Contribution, Assignment and Assumption Agreement dated as of October 30, 2017 by and among the Issuer, the General Partner, BP Holdco, BP Pipelines and The Standard Oil Company, and in connection and effective with the closing of the initial public offering of the Issuer on October 30, 2017, BP Holdco obtained (i) 3,500,535 common units and (ii) 52,375,535 subordinated units, for a combined 53.3% limited partner interest in the Issuer. The Issuer has granted to the underwriters a 30-day option to purchase up to an aggregate of 6,375,000 additional common units. If the underwriters do not exercise this option in full or at all, the common units that would have been sold to the underwriters had they exercised the option in full will be issued to BP Holdco at the expiration of the option period.
- F4Each 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. 333-220407). The subordinated units have no expiration date.