4/A//SEC Filing
Shell Midstream Partners, L.P. 4/A
Accession 0001209191-14-068575
CIK 0001610466operating
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 4:58 PM ET
Size
13.4 KB
Accession
0001209191-14-068575
Insider Transaction Report
Form 4/AAmended
Shell Pipeline Co LP
10% Owner
Transactions
- Other
Subordinated Units representing limited partner interests
2014-11-03+67,475,068→ 67,475,068 total(indirect: See footnotes)Exercise: $0.00→ Common Units representing limited partner interests - Other
Common Units representing limited partner interests
2014-11-03+21,475,068→ 21,475,068 total(indirect: See footnotes)
Shell Midstream Partners GP LLC
10% Owner
Transactions
- Other
Subordinated Units representing limited partner interests
2014-11-03+67,475,068→ 67,475,068 total(indirect: See footnotes)Exercise: $0.00→ Common Units representing limited partner interests - Other
Common Units representing limited partner interests
2014-11-03+21,475,068→ 21,475,068 total(indirect: See footnotes)
Shell Midstream LP Holdings LLC
10% Owner
Transactions
- Other
Common Units representing limited partner interests
2014-11-03+21,475,068→ 21,475,068 total(indirect: See footnotes) - Other
Subordinated Units representing limited partner interests
2014-11-03+67,475,068→ 67,475,068 total(indirect: See footnotes)Exercise: $0.00→ Common Units representing limited partner interests
Footnotes (7)
- [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 21,475,068 common units and 67,475,068 subordinated units, representing an aggregate 65.9% 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.
- [F6]The original Form 4 reported an incorrect number of units held. The correct number of units is now reflected.
- [F7]The original Form 4 reported an incorrect transaction date of November 3, 2013. The correct trancation date of November 3, 2014 is now reflected.
Documents
Issuer
Shell Midstream Partners, L.P.
CIK 0001610466
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001610466
Filing Metadata
- Form type
- 4/A
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 4:58 PM ET
- Size
- 13.4 KB