SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* First Reserve GP XI, Inc. (Last) (First) (Middle) C/O FRC FOUNDERS CORPORATION ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Crestwood Midstream Partners LP [ CMLP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/18/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/18/2010		P		2,333,712	A	$24.74	8,030,464(2)	I	See Footnote.(2)
Subordinated promissory note	10/18/2010		S		2,333,712(1)	D	(1)	0	I	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* First Reserve GP XI, Inc. (Last) (First) (Middle) C/O FRC FOUNDERS CORPORATION ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MACAULAY WILLIAM E (Last) (First) (Middle) C/O FRC FOUNDERS CORPORATION ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* First Reserve GP XI, L.P. (Last) (First) (Middle) C/O FRC FOUNDERS CORPORATION ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR Midstream Holdings LLC (Last) (First) (Middle) C/O FRC FOUNDERS CORPORATION ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR XI CMP Holdings LLC (Last) (First) (Middle) C/O FRC FOUNDERS CORPORATION ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestwood Holdings Partners, LLC (Last) (First) (Middle) 717 TEXAS AVENUE, SUITE 3150 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestwood Holdings II LLC (Last) (First) (Middle) 717 TEXAS AVENUE, SUITE 3150 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestwood Holdings LLC (Last) (First) (Middle) 717 TEXAS AVENUE, SUITE 3150 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents the conversion of a subordinated promissory note with an aggregate principal and accrued interest amount of $57,736,026 that was converted into 2,333,712 common units at a conversion price of $24.74 per unit, which was the 20 day trading average of the units prior to and including October 15, 2010.

2. These 2,333,712 newly converted units are owned directly by Crestwood Holdings LLC, whose sole member is Crestwood Holdings II LLC, whose sole member is Crestwood Holdings Partners, LLC, whose controlling member is FR XI CMP Holdings LLC, whose sole member is FR Midstream Holdings LLC, whose managing member is First Reserve GP XI, L.P., whose general partner is First Reserve GP XI, Inc. William E. Macaulay is a director of First Reserve GP XI, Inc. and has the right to appoint a majority of the board of directors of FR GP Inc. An additional 5,696,752 units are owned directly by Crestwood Gas Services Holdings LLC, whose sole member is Crestwood Holdings LLC.

	/s/ Michael France, Vice President for First Reserve GP XI, Inc.	10/20/2010
	/s/ William Macaulay	10/20/2010
	/s/ Michael France, Vice President for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P.	10/20/2010
	/s/ Michael France, Vice President for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P., the Managing Member of FR Midstream Holdings LLC	10/20/2010
	/s/ Michael France, Vice President for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P., the Managing Member of FR Midstream Holdings LLC, the Managing Member of FR XI CMP Holdings LLC	10/20/2010
	/s/ William G. Manias, Vice President for Crestwood Holdings Partners, LLC	10/20/2010
	/s/ William G. Manias, Vice President for Crestwood Holdings II LLC	10/20/2010
	/s/ William G. Manias, Vice President for Crestwood Holdings LLC	10/20/2010
	** Signature of Reporting Person	Date
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