Sec Form 4 Filing - Loving Richard A. @ DCP Midstream, LP - 2023-06-15

Insider filing report for Changes 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
Loving Richard A.
2. Issuer Name and Ticker or Trading Symbol
DCP Midstream, LP [ DCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President and Controller
(Last) (First) (Middle)
6900 EAST LAYTON AVENUE, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2023
(Street)
DENVER, CO80237
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 06/15/2023 D 8,785 D $ 41.75 ( 1 ) 0 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
Phantom Common Units ( 2 ) 06/15/2023 D 1,755 ( 3 ) ( 3 ) Common Units 1,755 $ 0 ( 3 ) 0 D
Restricted Phantom Units ( 4 ) 06/15/2023 D 3,130 02/27/2024 02/27/2024 Common Units 3,130 $ 0 ( 5 ) 0 D
Restricted Phantom Units ( 4 ) 06/15/2023 D 2,480 02/27/2025 02/27/2025 Common Units 2,480 $ 0 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Loving Richard A.
6900 EAST LAYTON AVENUE
SUITE 900
DENVER, CO80237
Vice President and Controller
Signatures
/s/ Jenarae N. Garland, Attorney-in-Fact 06/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of January 5, 2023 (the "Merger Agreement"), by and among Phillips 66 and DCP Midstream, LP (the "Issuer") and the other parties thereto, Phillips 66 acquired all of the outstanding common units representing limited partnership interests in the Issuer not already held by Phillips 66 or its affiliated entities (the "Public Common Units") via a merger of the Issuer and an indirect, wholly-owned subsidiary of Phillips 66. Pursuant to the Merger Agreement, each Public Common Unit converted into the right to receive $41.75 in cash per Public Common Unit at the effective time of the merger.
( 2 )Each phantom common unit ("PCU") was the economic equivalent of one Issuer common unit.
( 3 )Represented holdings of PCUs that were within the Issuer's executive deferred compensation plan at the effective time of the merger.
( 4 )Each restricted phantom unit ("RPU") was the economic equivalent of one Issuer common unit.
( 5 )Pursuant to the Merger Agreement, each outstanding RPU award was converted at the effective time of the merger into a Phillips 66 restricted stock unit award covering a number of restricted stock units equal to the product of (1) the number of common units subject to the corresponding RPU award, multiplied by (2) the award exchange ratio, rounded up to the nearest whole share. The Phillips 66 restricted stock unit award was issued with the same terms and conditions as were applicable to the RPU award, to the extent practicable.

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