UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Subordinated Units (Limited Partner Interests) | Â (4) | Â (4) | Common Units | (1) (2) (3) | $ (4) | I (1) (2) (3) | See Footnotes |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOMINION RESOURCES INC /VA/ 120 TREDEGAR STREET RICHMOND, VA 23219 |
 X |  X |  |  |
Dominion Cove Point, Inc. 120 TREDEGAR STREET RICHMOND, VA 23219 |
 X |  X |  |  |
Dominion Midstream GP, LLC 120 TREDEGAR STREET RICHMOND, VA 23219 |
 X |  X |  |  |
Dominion MLP Holding Company, LLC 120 TREDEGAR STREET RICHMOND, VA 23219 |
 X |  X |  |  |
/s/ Karen W. Doggett, Assistant Corporate Secretary, Dominion Resources, Inc. | 10/10/2014 | |
**Signature of Reporting Person | Date | |
/s/ Karen W. Doggett, Assistant Secretary, Dominion Cove Point, Inc. | 10/10/2014 | |
**Signature of Reporting Person | Date | |
/s/ Karen W. Doggett, Assistant Secretary, Dominion Midstream GP, LLC | 10/10/2014 | |
**Signature of Reporting Person | Date | |
/s/ Karen W. Doggett, Assistant Secretary, Dominion MLP Holding Company, LLC | 10/10/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 3 is being filed jointly by Dominion Resources, Inc. ("DRI"), Dominion Cove Point, Inc. ("DCP"), Dominion Midstream GP, LLC (the "General Partner") and Dominion MLP Holding Company, LLC ("DMHC") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (File No. 333-194864) (the "Registration Statement"). DCP, a direct wholly-owned subsidiary of DRI, owns all of the membership interests in both the General Partner and DMHC. Accordingly, the General Partner and DMHC are both indirect wholly-owned subsidiaries of DRI. |
(2) | As of the effectiveness of the Registration Statement, DMHC owns a 100% limited partner interest in the Issuer and the General Partner owns the non-economic general partner interest in the Issuer. DCP owns all of the membership interests in DMHC and the General Partner, and DRI is the sole shareholder of DCP. Accordingly DCP and DRI may be deemed to indirectly beneficially own securities of the Issuer owned directly by DMHC and the General Partner. |
(3) | As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, DRI and its subsidiaries will contribute the general partner interest in Dominion Cove Point LNG, LP ("Cove Point") and a portion of the preferred equity interests in Cove Point to the Issuer and DMHC will receive (i) 11,847, 789 common units and (ii) 31,972,789 subordinated units, for a combined 68.5% limited partner interest in the Issuer. The Issuer has granted to the underwriters a 30-day option to purchase up to an aggregate of 2,625,000 additional common units. If the underwriters do not exercise this option in full or at all, the common units that would have been sold to the underwriters had they exercised the option in full will be issued to DMHC at the expiration of the option period. |
(4) | Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement. The subordinated units have no expiration date. |