Sec Form 4 Filing - Royal Pamela J. @ DOMINION ENERGY INC /VA/ - 2019-01-28

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
Royal Pamela J.
2. Issuer Name and Ticker or Trading Symbol
DOMINION ENERGY INC /VA/ [ D]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
120 TREDEGAR STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/28/2019
(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 Stock 01/28/2019 A( 1 ) 598 A $ 0 ( 1 ) 8,473 D
Common Stock 22,071.0662 I By Company Trust for Director
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 Owne r Name / Address Relationships
Director 10% Owner Officer Other
Royal Pamela J.
120 TREDEGAR STREET
RICHMOND, VA23219
X
Signatures
/s/Karen W. Doggett, Power of Attorney 01/30/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 28, 2019, pursuant to the Agreement and Plan of Merger dated November 26, 2018 (the "Merger Agreement"), by and among Dominion Energy Midstream Partners, LP ("DEM"), Dominion Energy Midstream GP, LLC, the general partner of DEM, Tredegar Street Merger Sub, LLC ("Merger Sub"), and the Issuer, Merger Sub merged with and into DEM, with DEM surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each common unit representing limited partner interests of DEM ("Common Units") issued and outstanding immediately prior to the effective time of the Merger, other than any Common Unit held directly or indirectly by the Issuer, was converted into the right to receive 0.2492 shares of the Issuer's common stock. On January 25, 2019 (the last trading day prior to the consummation of the Merger), the closing price of one common unit of DEM was $17.19.

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