Sec Form 4 Filing - DCP MIDSTREAM, LLC @ DCP Midstream, LP - 2019-11-06

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person *
DCP MIDSTREAM, LLC
2. Issuer Name and Ticker or Trading Symbol
DCP Midstream, LP [ DCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
370 17TH STREET, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YY)
11/06/2019
(Street)
DENVER, CO80202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 representing limited partner interests 11/06/2019 J( 1 ) 65,000,000 ( 1 ) A $ 0 ( 1 ) 66,887,618 I ( 2 ) See footnote ( 2 )
Common Units representing limited partner interests 50,874,908 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DCP MIDSTREAM, LLC
370 17TH STREET, SUITE 2500
DENVER, CO80202
X X
Signatures
/s/ Michael S. Richards, Vice President, Deputy General Counsel & Corporate Secretary 11/08/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 6, 2019, in connection with the transactions contemplated by the Equity Restructuring Agreement dated November 6, 2019, by and between DCP Midstream GP, LP (the "General Partner") and DCP Midstream, LP (the "Partnership"), the General Partner, which is an indirect wholly owned subsidiary of DCP Midstream, LLC ("Midstream"), acquired from the Partnership 65,000,000 common units representing limited partner interests in the Partnership (the "Common Units") in exchange for the conversion of the General Partner's general partner interest in the Partnership into a non-economic general partner interest and the cancellation of all of the outstanding general partner units and incentive distribution rights of the Partnership, all of which were held by the General Partner.
( 2 )The Common Units are held of record by the General Partner. Midstream directly owns DCP Midstream GP, LLC, the general partner of the General Partner, and all of the limited partner interests in the General Partner. Accordingly, Midstream may be deemed to indirectly own the securities of the Partnership directly held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).

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