Dominion Energy (D) Form 4 DOMINION ENERGY / Michele L Cardiff 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^*

Cardiff Michele L

(Last) (First) (Middle)

120 TREDEGAR STREET

(Street)

RICHMOND VA 23219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DOMINION ENERGY INC /VA/ [ D ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP,Controller and Chief Acct.

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 Stock	01/28/2019		A(1)		124	A	$0(1)	17,604.8817	D
Common Stock								1,384.5898	I	By Trustee of Employee Savings Plan

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 (the "Merger Agreement"), by and among Dominion Energy Midstream Partners, LP ("DEM"), Dominion Energy Midstream GP, LLC, the general partner of DEM, Tredegar Street Merger Sub, LLC ("Merger Sub"), and the Issuer, Merger Sub merged with and into DEM, with DEM surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each common unit representing limited partner interests of DEM ("Common Units") issued and outstanding immediately prior to the effective time of the Merger, other than any Common Unit held directly or indirectly by the Issuer, was converted into the right to receive 0.2492 shares of the Issuer's common stock. On January 25, 2019 (the last trading day prior to the consummation of the Merger), the closing price of one common unit of DEM was $17.19.

	/s/Karen W. Doggett, Power of Attorney	01/30/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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