Shell Midstream Partners, L.P. 4
4 · Shell Midstream Partners, L.P. · Filed Nov 3, 2014
Insider Transaction Report
Form 4
Shell Pipeline Co LP
10% Owner
Transactions
- Other
Subordinated Units representing limited partner interests
2013-11-03+67,475,068→ 67,475,068 total(indirect: See footnote)Exercise: $0.00→ Common Units representing limited partner interests - Other
Common Units representing limited partner interests
2014-11-03+27,475,068→ 27,475,068 total(indirect: See footnote)
Footnotes (5)
- [F1]This Form 4 is being filed jointly by Shell Pipeline Company LP ("SPLC"), Shell Midstream LP Holdings LLC ("LP Holdco") and Shell Midstream Partners GP LLC (the "General Partner") in connection with the closing of the initial public offering of Shell Midstream Partners, L.P. (the "Partnership"). LP Holdco and the General Partner are wholly owned subsidiaries of SPLC. Accordingly, SPLC may be deemed to indirectly beneficially own securities of the Partnership owned directly by LP Holdco and the General Partner.
- [F2]In connection with the closing of the initial public offering of the Partnership, (i) LP Holdco received 27,475,068 common units and 67,475,068 subordinated units, representing an aggregate 69.0% limited partner interest in the Partnership, and (ii) the General Partner received 2,754,084 general partner units, representing a 2% general partner interest in the Partnership, and the incentive distribution rights representing the right to receive an increasing percentage of quarterly distributions as set forth in the Partnership's Registration Statement on Form S-1 (File No. 333-196850) (the "Registration Statement").
- [F3](Continued from footnote 2) In certain circumstances, if the General Partner is removed as the general partner of the Partnership, the General Partner will have the right to convert its general partner interest and its incentive distribution rights into common units as described in the Registration Statement.
- [F4]Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement.
- [F5]On October 28, 2014, the reporting person filed a Form 3 mistakenly reporting the beneficial ownership of the Subordinated Units as "direct." The ownership of the Subordinated Units is indirect, as described above. As of November 3, 2014, the reporting person indirectly beneficially owned 67,475,068 subordinated units.