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

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).

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