Edgar Filing: Dominion Midstream Partners, LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

DOMINION RESOURCES INC /VA/

2. Issuer Name and Ticker or Trading Symbol
Dominion Midstream Partners, LP [DM]

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

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

(Last)

(First)

(Middle)

120 TREDEGAR STREET

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2014

(Street)

RICHMOND, VA 23219

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units (Limited Partner Interests)	10/20/2014		A		11,847,789 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	⁽³⁾	11,847,789	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subordinated Units (Limited Partner Interests)

⁽⁴⁾

10/20/2014

31,972,789 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽⁴⁾

Common Units

31,972,789 ⁽³⁾

$ 0 ⁽⁴⁾

31,972,789

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DOMINION RESOURCES INC /VA/ 120 TREDEGAR STREET RICHMOND, VA 23219	X	X
Dominion Cove Point, Inc. 120 TREDEGAR STREET RICHMOND, VA 23219	X	X
Dominion Midstream GP, LLC 120 TREDEGAR STREET RICHMOND, VA 23219	X	X
Dominion MLP Holding Company, LLC 120 TREDEGAR STREET RICHMOND, VA 23219	X	X

Signatures

/s/ Karen W. Doggett Assistant Corporate Secretary, Dominion Resources, Inc.		10/22/2014
^**Signature of Reporting Person		Date
/s/ Karen W. Doggett, Assistant Secretary, Dominion Cove Point, Inc.		10/22/2014
^**Signature of Reporting Person		Date
/s/ Karen W. Doggett, Assistant Secretary, Dominion Midstream GP, LLC		10/22/2014
^**Signature of Reporting Person		Date
/s/ Karen W. Doggett, Assistant Secretary, Dominion MLP Holding Company, LLC		10/22/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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 4 is being filed jointly by Dominion Resources, Inc. ("DRI"), Dominion Cove Point, Inc. ("DCP"), Dominion Midstream GP, LLC (the "General Partner") and Dominion MLP Holding Company, LLC ("DMHC"). DCP, a direct wholly-owned subsidiary of DRI, owns all of the membership interests in both the General Partner and DMHC. Accordingly, the General Partner and DMHC are both indirect wholly-owned subsidiaries of DRI.
(2)	The General Partner owns the non-economic general partner interest in the Issuer. DCP owns all of the membership interests in the General Partner and DMHC. DRI owns all of the common stock of DCP. Accordingly, DCP and DRI both may be deemed to indirectly beneficially own the securities of the Issuer owned directly by the General Partner and DMHC, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
(3)	Pursuant to the transactions contemplated by the Contribution Agreement dated as of October 10, 2014 by and among the Issuer, DCP, the General Partner, DMHC, Dominion Cove Point LNG, LP ("Cove Point") and certain other affiliates of DRI, and in connection and effective with the closing of the initial public offering of the Issuer on October 20, 2014, DMHC obtained a general partner interest and certain limited partner interests in Cove Point, and contributed such partnership interests to the Issuer in exchange for (i) 11,847,789 common units and (ii) 31,972,789 subordinated units, for a combined 68.5% limited partner interest in the Issuer. The foregoing gives effect to the exercise in full by the underwriters of their option to purchase additional units. DRI and DCP both may be deemed to indirectly beneficially own the securities of the Issuer directly held by DMHC, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
(4)	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.

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