3//SEC Filing
BP Pipelines (North America) Inc. 3
Accession 0000899243-17-024688
CIK 0001708301other
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 6:21 PM ET
Size
11.4 KB
Accession
0000899243-17-024688
Insider Transaction Report
Form 3
BP Midstream Partners Holdings LLC
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Units representing limited partner interests
- (indirect: See Footnotes)
Subordinated Units representing limited partner interests
Exercise: $0.00→ Common Units (0 underlying)
BP Midstream Partners GP LLC
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Units representing limited partner interests
- (indirect: See Footnotes)
Subordinated Units representing limited partner interests
Exercise: $0.00→ Common Units (0 underlying)
BP Pipelines (North America) Inc.
Director10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Units representing limited partner interests
- (indirect: See Footnotes)
Subordinated Units representing limited partner interests
Exercise: $0.00→ Common Units (0 underlying)
Footnotes (4)
- [F1]This Form 3 is filed jointly by BP Pipelines (North America) Inc. ("BP Pipelines"), BP Midstream Partners Holdings LLC ("BP Holdco") and BP Midstream Partners GP LLC (the "General Partner") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-220407) (the "Registration Statement"). 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.
- [F2]As of the effectiveness of the Registration Statement, BP Holdco owns a 100% limited partner interest in the Issuer and the General Partner owns the non-economic general partner interest in the Issuer. BP Holdco owns all of the membership interests in the General Partner and BP Pipelines owns all of the membership interest 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 deeemd 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.
- [F3]As described in the Registration Statement, in connection with the initial public offering of the Issuer, BP Pipelines will contribute certain assets to BP Holdco and cause BP Holdco to transfer such assets to the Issuer and BP Holdco will receive 3,500,535, common units and 52,375,535 subordinated units, representing an aggregate 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. The Issuer will also redeem for nominal consideration the current 100% limited partner interest in the Issuer held by BP Holdco.
- [F4]Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement. The subordinated units have no expiration date.
Documents
Issuer
BP Midstream Partners LP
CIK 0001708301
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001719209
Filing Metadata
- Form type
- 3
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 6:21 PM ET
- Size
- 11.4 KB