Phillips 66 Form 3 DCP Midstream / 66 Phillips ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Phillips 66

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2022

3. Issuer Name and Ticker or Trading Symbol
DCP Midstream, LP [ DCP ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partner interests	117,762,526	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Phillips 66

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Phillips 66 Co

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Phillips 66 Project Shareholder Inc.

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Phillips 66 Project Development Inc.

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Phillips Gas Co LLC

(Last) (First) (Middle)

2331 CITYWEST BLVD.

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

Explanation of Responses:

1. On August 17, 2022, Phillips Gas Company LLC ("PGC") and Spectra Energy DEFS Holding, LLC, as members of DCP Midstream, LLC ("Midstream"), entered into a Third Amended and Restated Limited Liability Agreement of DCP Midstream, LLC, effective on August 17, 2022 (the "Third A&R LLC Agreement"), which, among other things, designated PGC as the Class A Managing Member of Midstream. PGC is a wholly owned subsidiary of Phillips 66 Project Development Inc. ("P66 Project Development"), which is a wholly owned subsidiary of Phillips 66 Project Shareholder Inc. ("P66 Project Shareholder"), which is a wholly owned subsidiary of Phillips 66 Company ("P66Co"), which is a wholly owned subsidiary of Phillips 66. As a result of PGC's membership interest in Midstream, each of Phillips 66, P66Co, P66 Project Shareholder, P66 Project Development and PGC may be deemed to indirectly beneficially own (1) 50,874,908 common units representing limited partner interests ("Common Units") of DCP Midstream,

2. (Continued from Footnote 1), in its capacity as the sole member of DCP Midstream GP, LLC, the general partner of the General Partner, and in its capacity as the sole owner of the limited partner interests in the General Partner, may be deemed to indirectly own. Each of Phillips 66, P66Co, P66 Project Shareholder, P66 Project Development and PGC disclaims beneficial ownership of any Common Units except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Timothy D. Roberts, Executive Vice President of Phillips 66	08/26/2022
	/s/ Timothy D. Roberts, Executive Vice President of Phillips 66 Company	08/26/2022
	/s/ Timothy D. Roberts, President of Phillips 66 Project Shareholder Inc.	08/26/2022
	/s/ Timothy D. Roberts, President of Phillips 66 Project Development Inc.	08/26/2022
	/s/ Kevin J. Mitchell, President of Phillips Gas Company LLC	08/26/2022
	** Signature of Reporting Person	Date
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