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
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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*
Shell Pipeline Co LP

(Last) (First) (Middle)
150 N. DAIRY ASHFORD

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2018
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(1) 02/06/2018 P 11,029,412 A $27.2 99,979,548 I(1) See footnote(1)
Common Units representing limited partner interests(1) 06/06/2019 P 9,477,756 A (2) 109,457,304 I(1) See footnote(1)
Common Units representing limited partner interests(1) 04/01/2020 P 160,000,000 A (3) 269,457,304 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 (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
Series A perpetual convertible preferred units (4) 04/01/2020 P 50,782,904 (4) (5) Common Units representing limited partner interests 50,782,904 $23.63 50,782,904 I(1) See footnote(1)
1. Name and Address of Reporting Person*
Shell Pipeline Co LP

(Last) (First) (Middle)
150 N. DAIRY ASHFORD

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shell Midstream LP Holdings LLC

(Last) (First) (Middle)
150 N. DAIRY ASHFORD

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shell Midstream Partners GP LLC

(Last) (First) (Middle)
150 N. DAIRY ASHFORD

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
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. On June 6, 2019, the Partnership, SPLC and Shell Midstream Operating LLC completed an acquisition under a Contribution Agreement, dated May 10, 2019, pursuant to which SPLC contributed all of its remaining equity interests in Colonial Pipeline Company and Explorer Pipeline Company to the Partnership in exchange for a cash contribution of $600,000,000 to SPLC and the issuance of 9,477,756 common units representing limited partner interests in the Partnership (the "Common Units") to LP Holdco.
3. On April 1, 2020, the Partnership completed a transaction under (i) a Purchase and Sale Agreement to acquire certain assets from entities affiliated with its sponsor, Royal Dutch Shell plc, and (ii) a Partnership Interests Restructuring Agreement with the General Partner to eliminate the incentive distribution rights and economic general partner interest in the Partnership. As consideration for such transaction, the Partnership issued to LP Holdco $1,200,000,000 of Series A perpetual convertible preferred units (the "Series A Preferred Units") at a price of $23.63 per Series A Preferred Unit (the "Series A Preferred Unit Issue Price"), plus 160,000,000 newly issued Common Units.
4. Each holder of the Series A Preferred Units may elect to convert all or any portion of the Series A Preferred Units owned by it into Common Units at the then-applicable conversion rate, subject to customary anti-dilution adjustments and an adjustment for any distributions that have accrued but not been paid when due and partial period distributions, at any time (but not more often than once per quarter) after January 1, 2022. The Partnership may elect to convert all or any portion of the Series A Preferred Units into Common Units at any time (but not more often than once per quarter) after January 1, 2023 if the closing price per Common Unit exceeds 140% of the Series A Preferred Unit Issue Price for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days, including the last trading day of such 30 trading day period, ending on and including the trading day immediately preceding notice of the conversion.
5. The Series A Preferred Units are perpetual in nature and have no expiration date.
Remarks:
/s/ Kevin M. Nichols, Authorized Officer of Shell Pipeline Company LP 04/02/2020
/s/ Kevin M. Nichols, Authorized Officer of Shell Midsream LP Holdings LLC and Shell Midstream Partners GP LLC 04/02/2020
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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