SEC Form 3

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* Global Infrastructure Investors II, LLC (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (City) (State) (Zip)	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 ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
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)
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* Global Infrastructure Investors II, LLC (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (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* Global Infrastructure GP II, L.P. (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (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* GIP II Eagle 1 Holding, L.P. (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (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* GIP II Eagle 2 Holding, L.P. (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (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* GIP II Eagle 3 Holding, L.P. (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (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* GIP II Eagle 4 Holding, L.P. (Last) (First) (Middle) 12 E. 49TH STREET (Street) NEW YORK NY 10017 (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. 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
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