4//SEC Filing
Vichie Trent D 4
Accession 0000905148-19-000182
CIK 0001603286other
Filed
Jan 29, 7:00 PM ET
Accepted
Jan 30, 5:20 PM ET
Size
65.5 KB
Accession
0000905148-19-000182
Insider Transaction Report
Form 4
Stonepeak Commonwealth Holdings LLC
10% Owner
Transactions
- Other
Common Units
2019-01-28−16,417,018→ 0 total - Conversion
Common Units
2019-01-28+16,417,018→ 16,417,018 total - Conversion
Series A Convertible Preferred Units
2019-01-28−16,417,018→ 0 total→ Common Units (16,417,018 underlying)
Stonepeak Associates II LLC
10% Owner
Transactions
- Other
Common Units
2019-01-28−16,417,018→ 0 total - Conversion
Series A Convertible Preferred Units
2019-01-28−16,417,018→ 0 total→ Common Units (16,417,018 underlying) - Conversion
Common Units
2019-01-28+16,417,018→ 16,417,018 total
Transactions
- Other
Common Units
2019-01-28−16,417,018→ 0 total - Conversion
Common Units
2019-01-28+16,417,018→ 16,417,018 total - Conversion
Series A Convertible Preferred Units
2019-01-28−16,417,018→ 0 total→ Common Units (16,417,018 underlying)
Transactions
- Conversion
Series A Convertible Preferred Units
2019-01-28−16,417,018→ 0 total→ Common Units (16,417,018 underlying) - Conversion
Common Units
2019-01-28+16,417,018→ 16,417,018 total - Other
Common Units
2019-01-28−16,417,018→ 0 total
Stonepeak GP Investors II LLC
10% Owner
Transactions
- Conversion
Common Units
2019-01-28+16,417,018→ 16,417,018 total - Other
Common Units
2019-01-28−16,417,018→ 0 total - Conversion
Series A Convertible Preferred Units
2019-01-28−16,417,018→ 0 total→ Common Units (16,417,018 underlying)
Stonepeak GP Investors Manager LLC
10% Owner
Transactions
- Conversion
Common Units
2019-01-28+16,417,018→ 16,417,018 total - Other
Common Units
2019-01-28−16,417,018→ 0 total - Conversion
Series A Convertible Preferred Units
2019-01-28−16,417,018→ 0 total→ Common Units (16,417,018 underlying)
Dorrell Michael B.
10% Owner
Transactions
- Conversion
Common Units
2019-01-28+16,417,018→ 16,417,018 total - Other
Common Units
2019-01-28−16,417,018→ 0 total - Conversion
Series A Convertible Preferred Units
2019-01-28−16,417,018→ 0 total→ Common Units (16,417,018 underlying)
Stonepeak GP Holdings II LP
10% Owner
Transactions
- Conversion
Common Units
2019-01-28+16,417,018→ 16,417,018 total - Other
Common Units
2019-01-28−16,417,018→ 0 total - Conversion
Series A Convertible Preferred Units
2019-01-28−16,417,018→ 0 total→ Common Units (16,417,018 underlying)
Vichie Trent D
10% Owner
Transactions
- Conversion
Common Units
2019-01-28+16,417,018→ 16,417,018 total - Other
Common Units
2019-01-28−16,417,018→ 0 total - Conversion
Series A Convertible Preferred Units
2019-01-28−16,417,018→ 0 total→ Common Units (16,417,018 underlying)
Footnotes (7)
- [F1]The Series A Convertible Preferred Units representing partner interests in the Issuer (the "Preferred Units") are convertible into Common Units representing limited partner interests in the Issuer (the "Common Units"), on a one-to-one basis (subject to customary anti-dilution adjustments) (i) at the holder's election, following the second anniversary of the December 1, 2016 issue date (the "Issue Date"), and (ii) by the Issuer, following the third anniversary of the Issue Date, subject to certain conditions.
- [F2]These Preferred Units and Common Units are owned directly by Stonepeak Commonwealth Holdings LLC, and indirectly by Stonepeak Commonwealth Upper Holdings LLC, Stonepeak Infrastructure Fund II (AIV) LP, Stonepeak Associates II LLC, Stonepeak GP Holdings II LP, Stonepeak GP Investors II LLC, Stonepeak GP Investors Manager LLC, Michael Dorrell and Trent Vichie.
- [F3]Stonepeak Commonwealth Upper Holdings LLC is the managing member of Stonepeak Commonwealth Holdings LLC. Stonepeak Infrastructure Fund II (AIV) LP is the managing member of Stonepeak Commonwealth Upper Holdings LLC. Stonepeak Associates II LLC is the general partner of Stonepeak Infrastructure Fund II (AIV) LP. Stonepeak GP Holdings II LP is the sole member of Stonepeak Associates II LLC. Stonepeak GP Investors II LLC is the general partner of Stonepeak GP Holdings II LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors II LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC.
- [F4]Each Reporting Person disclaims beneficial ownership of the Preferred Units and the Common Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Preferred Units or the Common Units for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F5]On November 26, 2018, the Issuer and its general partner, Dominion Energy Midstream GP, LLC, entered into an Agreement and Plan of Merger (the "Merger Agreement") with Dominion Energy, Inc. and its indirect wholly owned subsidiary, Tredegar Street Merger Sub, LLC. Pursuant to the Merger Agreement, on January 28, 2019, Tredegar Street Merger Sub, LLC merged with and into the Issuer, with the Issuer surviving as an indirect, wholly owned subsidiary of Dominion Energy, Inc. (the "Merger").
- [F6]Under the terms of the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, the Reporting Persons elected to have their Preferred Units converted into Common Units immediately before the effective time of the Merger.
- [F7]Under the terms of the Merger Agreement, at the effective time of the Merger before markets opened on January 28, 2019, these Common Units were cancelled and converted into the right to receive 0.2492 shares of Dominion Energy, Inc. common stock for each Common Unit. The closing price of Dominion Energy, Inc. common stock on January 25, 2019 was $69.16.
Documents
Issuer
Dominion Energy Midstream Partners, LP
CIK 0001603286
Entity typeother
Related Parties
1- filerCIK 0001550764
Filing Metadata
- Form type
- 4
- Filed
- Jan 29, 7:00 PM ET
- Accepted
- Jan 30, 5:20 PM ET
- Size
- 65.5 KB