Sec Form 4 Filing - Shell Pipeline Co LP @ Shell Midstream Partners, L.P. - 2017-02-15

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 Shell Pipeline Co LP 2. Issuer Name and Ticker or Trading Symbol Shell Midstream Partners, L.P. [ SHLX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 910 LOUISIANA STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2017 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 ( 1 ) ( 2 ) 02/15/2017 C( 2 ) 67,475,068 A 88,950,136 ( 1 ) I ( 1 ) See footnote ( 1 )

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 Subordinated units representing limited partner interests $ 0 ( 2 ) 02/15/2017 C( 2 ) 67,475,068 ( 2 ) ( 2 ) Common units representing limited partner interests 67,475,068 ( 2 ) 0 I ( 1 ) See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shell Pipeline Co LP 910 LOUISIANA STREET HOUSTON, TX77002 X Shell Midstream LP Holdings LLC 910 LOUISIANA STREET HOUSTON, TX77002 X Shell Midstream Partners GP LLC 910 LOUISIANA STREET HOUSTON, TX77002 X Signatures /s/ Kevin M. Nichols, Authorized Officer of Shell Pipeline Company LP 02/16/2017 Signature of Reporting Person Date /s/ Kevin M. Nichols, Authorized Officer of Shell Midstream LP Holdings LLC and Shell Midstream Partners GP LLC 02/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed jointly by Shell Pipeline Company LP ("SPLC"), Shell Midstream LP Holdings LLC ("LP Holdco") and Shell Midstream Partners GP LLC (the "General Partner"). LP Holdco and the General Partner are wholly owned subsidiaries of SPLC. Accordingly, SPLC may be deemed to indirectly beneficially own securities of Shell Midstream Partners, L.P. (the "Partnership") owned directly by LP Holdco and the General Partner. ( 2 )Represents the conversion of 67,475,068 subordinated units representing limited partner interests in the Partnership, which were converted into common units representing limited partner interests in the Partnership on a one-to-one basis upon expiration of the subordination period as set forth in the Partnership's First Amended and Restated Agreement of Limited Partnership.

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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