FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/15/2012 |
3. Issuer Name and Ticker or Trading Symbol
CHESAPEAKE MIDSTREAM PARTNERS LP [ CHKM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Units | 33,704,666 | I | See footnotes(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Subordinated Units | (3) | (3) | Common Units | 34,538,061 | $0(3) | I | See footnotes(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Common Units reported herein were beneficially owned by GIP II Eagle 4 Holding, L.P. ("Eagle 4"). The Subordinated Units reported herein were beneficially owned by GIP II Eagle 1 Holding, L.P. ("Eagle 1"), GIP II Eagle 2 Holding, L.P. ("Eagle 2"), GIP II Eagle 3 Holding, L.P. ("Eagle 3" and together with Eagle 1, Eagle 2 and Eagle 4, the "GIP II Funds") and Eagle 4. Global Infrastructure Investors II, LLC has the power to direct the voting and disposition of the Common Units and Subordinated Units reported herein through Global Infrastructure GP II, L.P., of which it is the general partner. Global Infrastructure GP II, L.P. is the general partner of each of the members of the general partners of each of the GIP II Funds. |
2. By virtue of these relationships, each of the reporting persons may be deemed to have shared beneficial ownership of the Common Units and Subordinated Units reported herein as of June 15, 2012. Each such reporting person expressly disclaims beneficial ownership of any such Common Units and Subordinated Units except to the extent of its pecuniary interest therein. |
3. The Subordinated Units may be converted into Common Units on a one-for-one basis after the expiration of the Subordination Period (as defined in the First Amended and Restated Agreement of Limited Partnership of the Issuer (the "Partnership Agreement")), and other circumstances as noted in the Partnership Agreement. |
GLOBAL INFRASTRUCTURE INVESTORS II, LLC by: /s/ Mark Levitt, Secretary | 06/25/2012 | |
GLOBAL INFRASTRUCTURE GP II, L.P. by: Global Infrastructure Investors II, LLC, its general partner by: /s/ Mark Levitt, Secretary | 06/25/2012 | |
GIP II EAGLE 1 HOLDING, L.P. by: GIP II Eagle 1 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager | 06/25/2012 | |
GIP II EAGLE 2 HOLDING, L.P. by: GIP II Eagle 2 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager | 06/25/2012 | |
GIP II EAGLE 3 HOLDING, L.P. by: GIP II Eagle 3 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager | 06/25/2012 | |
GIP II EAGLE 4 HOLDING, L.P. by: GIP II Eagle 1 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager | 06/25/2012 | |
** Signature of Reporting Person | Date | |
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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |