Sec Form 4 Filing - DOMINION ENERGY INC /VA/ @ Dominion Energy Midstream Partners, LP - 2018-06-27

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
DOMINION ENERGY INC /VA/
2. Issuer Name and Ticker or Trading Symbol
Dominion Energy Midstream Partners, LP [ DM]
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)
120 TREDEGAR STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/27/2018
(Street)
RICHMOND, VA23219
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 (Limited Partner Interests) 06/27/2018 J( 1 ) 26,675,082 A $ 0 77,152,499 I See Footnote ( 2 )
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
DOMINION ENERGY INC /VA/
120 TREDEGAR STREET
RICHMOND, VA23219
X X
Signatures
/s/ Karen W. Doggett, Assistant Corporate Secretary, Dominion Energy, Inc. 06/29/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Common units representing limited partner interests in the Issuer ("Common Units") were issued by the Issuer to Dominion Energy Midstream GP, LLC, the sole general partner of the Issuer and indirect wholly-owned subsidiary of the Reporting Person (the "General Partner"), pursuant to the General Partner's exercise of the IDR Reset Election, as such term is defined in the Issuer's Fourth Amended and Restated Limited Partnership Agreement.
( 2 )The Reporting Person may be deemed to indirectly own 6,656,839 Common Units and 11,365,628 Series A Preferred Units in the Issuer held directly by its indirect wholly-owned subsidiary QPC Holding Company, 43,820,578 Common Units held directly by its indirect wholly-owned subsidiary Dominion MLP Holding Company, LLC, and 26,675,082 Common Units held directly by the General Partner.

Remarks:
Dominion Energy Midstream GP, LLC (the "General Partner") serves as the general partner of the Issuer and manages the Issuer's operations and activities on the Issuer's behalf through the General Partner's directors and executive officers. The General Partner is ultimately controlled by Dominion Energy, Inc. ("Dominion Energy") and some of Dominion Energy's directors and executive officers also serve as directors and executive officers of the General Partner. Due to its ultimate control of the General Partner, Dominion Energy has the right to appoint the board of directors of the General Partner.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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