Dominion Energy Midstream Partners Form 4 Dominion Midstream Partners / RESOURCES INC /VA/ DOMINION 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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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^*

DOMINION RESOURCES INC /VA/

(Last) (First) (Middle)

120 TREDEGAR STREET

(Street)

RICHMOND VA 23219

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2016

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)	01/29/2016		P		9,929(1)	A	$27.8383(2)	50,113,344	I	See Footnote(3)
Common Units (Limited Partner Interests)	02/01/2016		P		16,867(1)	A	$25.8197(4)	50,130,211	I	See Footnote(3)
Common Units (Limited Partner Interests)	02/01/2016		P		6,053(1)	A	$26.6201(5)	50,136,264	I	See Footnote(3)
Common Units (Limited Partner Interests)	02/01/2016		P		2,080(1)	A	$27.309(6)	50,138,344	I	See Footnote(3)

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. Units were purchased pursuant to a 10b5-1 plan.

2. Price reflects the weighted average purchase price. Units were purchased at prices ranging from $27.52 to $27.99. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price.

3. Dominion Resources, Inc. ("Dominion") may be deemed to indirectly own 5,112,139 common units representing limited partner interests ("Common Units") in the Issuer held directly by its wholly-owned subsidiary Dominion MLP Holding Company II, Inc. and 1,205,627 Common Units held directly by its wholly-owned subsidiary Dominion MLP Holding Company III, Inc. Additionally, Dominion may be deemed to indirectly own an additional 11,847,789 Common Units and 31,972,789 subordinated units representing limited partner interests ("Subordinated Units") in the Issuer held directly by its indirect wholly-owned subsidiary Dominion MLP Holding Company, LLC. Each Subordinated Unit will convert into one Common Unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-194864). The Subordinated Units have no expiration date.

4. Price reflects the weighted average purchase price. Units were purchased at prices ranging from $25.17 to $26.13. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price.

5. Price reflects the weighted average purchase price. Units were purchased at prices ranging from $26.15 to $27.13. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price.

6. Price reflects the weighted average purchase price. Units were purchased at prices ranging from $27.20 to $27.56. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price.

Remarks:

Dominion Midstream GP, LLC (the "General Partner") serves as the general partner of the Issuer and manages the Issuer's operations and activities on the Issuer's behalf through the General Partner's directors and executive officers. The General Partner is ultimately controlled by Dominion Resources, Inc. ("Dominion") and some of Dominion's directors and executive officers also serve as directors and executive officers of the General Partner. Due to its ultimate control of the General Partner, Dominion has the right to appoint the board of directors of the General Partner.

	Karen W. Doggett, Assistant Corporate Secretary, Dominion Resources, Inc.	02/02/2016
	** Signature of Reporting Person	Date
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