Farrell Thomas F Ii Form 4 Dominion Energy Midstream Partners / THOMAS F FARRELL II ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

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

1. Name and Address of Reporting Person^*

FARRELL THOMAS F II

(Last) (First) (Middle)

120 TREDEGAR STREET

(Street)

RICHMOND VA 23219

(City) (State) (Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2019

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	01/28/2019		D(1)		10,000	D	$0(1)	0.0000(2)	D
Common Units (Limited Partner Interests)	01/28/2019		D(1)		59,900	D	$0(1)	0.0000(2)	I	By Farrell Investments, LLC

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On January 28, 2019, pursuant to the Agreement and Plan of Merger dated November 26, 2018 ("Merger Agreement"), by and among the Issuer, Dominion Energy Midstream GP, LLC, the general partner of the Issuer, Tredegar Street Merger Sub, LLC ("Merger Sub"), and Dominion Energy, Inc. ("Dominion Energy"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Dominion Energy. Pursuant to the Merger Agreement, at the effective time of the Merger, each common unit representing limited partner interests in the Issuer ("Common Units") issued and outstanding immediately prior to the effective time of the Merger, other than any Common Unit held directly or indirectly by Dominion Energy, was converted into the right to receive 0.2492 shares of Dominion Energy common stock. On January 25, 2019 (the last trading day prior to consummation of the Merger), the closing price of one share of Dominion Energy common stock was $69.16.

2. Following the Merger, the Reporting Person no longer owns, directly or indirectly, any Common Units.

Remarks:

The Reporting Person is an officer and director of Dominion Energy Midstream GP, LLC, the general partner of the Issuer. The Issuer is managed by the directors and executive officers of Dominion Energy Midstream GP, LLC.

	/s/Karen W. Doggett, Power of Attorney	01/30/2019
	** Signature of Reporting Person	Date
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