Edgar Filing: Chesapeake Midstream Partners, L.P.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â CHESAPEAKE MIDSTREAM HOLDINGS LLC

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2010

3. Issuer Name and Ticker or Trading Symbol
Chesapeake Midstream Partners, L.P. [CHKM]

(Last)

(First)

(Middle)

777 NW GRAND BOULEVARD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

OKLAHOMA CITY,Â OKÂ 73118

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units ⁽¹⁾	0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I ⁽²⁾	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subordinated Units	Â ⁽³⁾	Â ⁽³⁾	Common Units	0 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾	$ ⁽³⁾	I ⁽²⁾	See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CHESAPEAKE MIDSTREAM HOLDINGS LLC 777 NW GRAND BOULEVARD OKLAHOMA CITY,Â OKÂ 73118	Â X	Â X	Â	Â
CHESAPEAKE ENERGY CORP 6100 NORTH WESTERN AVENUE OKLAHOMA CITY,Â OKÂ 73118	Â X	Â X	Â	Â

Signatures

/s/ Marc D. Rome, on behalf of Chesapeake Midstream Holdings, L.L.C.		07/28/2010
^**Signature of Reporting Person		Date
/s/ Marc D. Rome, on behalf of Chesapeake Energy Corporation		07/28/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This form is jointly filed by Chesapeake Energy Corporation ("Chesapeake") and Chesapeake Midstream Holdings, L.L.C. ("Midstream Holdings").
(2)	As of July 28, 2010, Midstream Holdings indirectly owned, through Midstream Ventures, 50% of the limited partner interest in Chesapeake Midstream Partners, L.P. (the "Partnership") and 50% of the limited liability company interest in Chesapeake Midstream GP, L.L.C., the general partner of the Partnership. Other than Chesapeake Midstream Ventures, L.L.C., all other reporting persons' ownership was indirect through Midstream Holdings.
(3)	Pursuant to a Contribution, Conveyance and Assumption Agreement, which Midstream Holdings, the Issuer and the other parties thereto entered into prior to the time the Securities and Exchange Commission declared the Issuer's Registration Statement on Form S-1 (Registration No. 333-164905) (the "Registration Statement") effective, Midstream Holdings will exchange its existing ownership interests in an affiliate of the Issuer for (i) approximately 23,913,061 Common Units and 34,538,061 Subordinated Units upon the closing of the Issuer's initial public offering. If the Issuer increases or decreases the number of common units to be sold to the public through the underwriters, the Issuer will correspondingly decrease or increase the number of common units to be issued to Midstream Holdings, respectively.
(4)	The subordinated units will convert into common units on a one-for-one basis at the end of the subordination period described in the Registration Statement.

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