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*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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CUSIP No. 257454108
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|
1
|
NAMES OF REPORTING PERSONS
Dominion Resources, Inc.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
|
|||||
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3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||
|
|
6
|
|
SHARED VOTING POWER
43,820,578(1)
|
|||
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
|
8
|
|
SHARED DISPOSITIVE POWER
43,820,578(1)
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,820,578(1)
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|||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
68.5%(2)
|
|||||
|
12
|
TYPE OF REPORTING PERSON
CO
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|||||
|
(1)
|
Includes 11,847,789 common units representing limited partner interests (“Common Units”) and 31,972,789 subordinated units representing limited partner interests (“Subordinated Units”) in the Issuer held directly by Dominion MLP Holding Company, LLC (“DMHC”). Dominion Cove Point, Inc. (“DCP”) owns all of the membership interests in DMHC and Dominion Resources, Inc. (“DRI”) owns all of the common stock of DCP. Accordingly, DCP and DRI both may be deemed to indirectly beneficially own the Common Units and Subordinated Units directly held by DMHC. The Subordinated Units may be converted into Common Units on a one-for-one basis after expiration of the subordination period (as described in the Issuer’s Registration Statement on Form S-1 (File No. 333-194864)), and other circumstances as noted in the Registration Statement. As such Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for purposes of the calculations of the amounts noted under Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.
|
|
(2)
|
Based upon 31,980,166 Common Units and 31,972,789 Subordinated Units outstanding as of January 31, 2015, such numbers having been provided to the filing persons by the Issuer.
|
|
CUSIP No. 257454108
|
|
1
|
NAMES OF REPORTING PERSONS
Dominion Cove Point, Inc.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
|
|||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||
|
|
6
|
|
SHARED VOTING POWER
43,820,578 (1)
|
|||
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
|
8
|
|
SHARED DISPOSITIVE POWER
43,820,578 (1)
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,820,578 (1)
|
|||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
68.5%(2)
|
|||||
|
12
|
TYPE OF REPORTING PERSON
CO
|
|||||
|
(1)
|
Includes 11,847,789 Common Units and 31,972,789 Subordinated Units in the Issuer held directly by DMHC. DCP owns all of the membership interests in DMHC and DRI owns all of the common stock of DCP. Accordingly, DCP and DRI both may be deemed to indirectly beneficially own the Common Units and Subordinated Units directly held by DMHC. The Subordinated Units may be converted into Common Units on a one-for-one basis after expiration of the subordination period (as described in the Issuer’s Registration Statement on Form S-1 (File No. 333-194864)), and other circumstances as noted in the Registration Statement. As such Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for purposes of the calculations of the amounts noted under Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.
|
|
(2)
|
Based upon 31,980,166 Common Units and 31,972,789 Subordinated Units outstanding as of January 31, 2015, such numbers having been provided to the filing persons by the Issuer.
|
|
CUSIP No. 257454108
|
|
1
|
NAMES OF REPORTING PERSONS
Dominion MLP Holding Company, LLC
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
|
|||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||
|
|
6
|
|
SHARED VOTING POWER
43,820,578 (1)
|
|||
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
|
8
|
|
SHARED DISPOSITIVE POWER
43,820,578 (1)
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,820,578 (1)
|
|||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
68.5%(2)
|
|||||
|
12
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company)
|
|||||
|
(1)
|
Includes 11,847,789 Common Units and 31,972,789 Subordinated Units in the Issuer held directly by DMHC. DCP owns all of the membership interests in DMHC and DRI owns all of the common stock of DCP. Accordingly, DCP and DRI both may be deemed to indirectly beneficially own the Common Units and Subordinated Units directly held by DMHC. The Subordinated Units may be converted into Common Units on a one-for-one basis after expiration of the subordination period (as described in the Issuer’s Registration Statement on Form S-1 (File No. 333-194864)), and other circumstances as noted in the Registration Statement. As such Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for purposes of the calculations of the amounts noted under Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.
|
|
(2)
|
Based upon 31,980,166 Common Units and 31,972,789 Subordinated Units outstanding as of January 31, 2015, such numbers having been provided to the filing persons by the Issuer.
|
|
CUSIP NO.: 257454108
|
SCHEDULE 13G
|
|
ITEM 1.
|
|
(a)
|
Name of Issuer: Dominion Midstream Partners, LP
|
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
||
|
|
120 Tredegar Street
Richmond, Virginia 23219
|
|||
|
ITEM 2.
|
|
(a)
|
Name of Person Filing:
|
|
|
|
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Dominion Resources, Inc. (“DRI”)
Dominion Cove Point, Inc. (“DCP”)
Dominion MLP Holding Company, LLC (“DMHC”)
|
|||
|
ITEM 2.
|
|
(b)
|
Address or Principal Business Office:
|
|
|
|
Principal business office for DRI, DCP and DMHC:
120 Tredegar Street
Richmond, Virginia 23219
|
|||
|
ITEM 2.
|
|
(c)
|
Citizenship:
|
|
|
|
DRI—Virginia
DCP—Virginia
DMHC—Delaware
|
|||
|
ITEM 2.
|
|
(d)
|
Title of Class of Securities:
|
|
|
|
Common units representing limited partner interests and subordinated units representing limited partner interests in the Issuer
|
|||
|
ITEM 2.
|
|
(e)
|
CUSIP Number: 257454108
|
|
|
ITEM 3.
|
|
|||
|
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|||
|
|
Not applicable.
|
|||
|
CUSIP NO.: 257454108
|
SCHEDULE 13G
|
|
ITEM 4.
|
Ownership
|
|
DRI
|
DCP
|
DMHC
|
||||||||||
|
(a) Amount beneficially owned
|
43,820,578
|
(1)
|
43,820,578
|
(1)
|
43,820,578
|
(1)
|
||||||
|
(b) Percent of class:
|
68.5%
|
(2)
|
68.5%
|
(2)
|
68.5%
|
(2)
|
||||||
|
(c) Number of shares as to which such person has:
|
||||||||||||
|
(i) Sole power to vote or to direct the vote:
|
0
|
0
|
0
|
|||||||||
|
(ii) Shared power to vote or to direct the vote:
|
43,820,578
|
(1)
|
43,820,578
|
(1)
|
43,820,578
|
(1)
|
||||||
|
(iii) Sole power to dispose or to direct the disposition of:
|
0
|
0
|
0
|
|||||||||
|
(iv) Shared power to dispose or to direct the disposition of:
|
43,820,578
|
(1)
|
43,820,578
|
(1)
|
43,820,578
|
(1)
|
||||||
|
(1)
|
Includes 11,847,789 Common Units and 31,972,789 Subordinated Units in the Issuer held directly by DMHC. DCP owns all of the membership interests in DMHC and DRI owns all of the common stock of DCP. Accordingly, DCP and DRI both may be deemed to indirectly beneficially own the Common Units and Subordinated Units directly held by DMHC. The Subordinated Units may be converted into Common Units on a one-for-one basis after expiration of the subordination period (as described in the Issuer’s Registration Statement on Form S-1 (File No. 333-194864)), and other circumstances as noted in the Registration Statement. As such Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for purposes of the calculations of the amounts noted under Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.
|
|
(2)
|
Based upon 31,980,166 Common Units and 31,972,789 Subordinated Units outstanding as of January 31, 2015, such numbers having been provided to the filing persons by the Issuer.
|
|
ITEM 5.
|
Ownership of Five Percent or Less of a Class:
|
|
ITEM 6.
|
Ownership of More than Five Percent on Behalf of Another Person: Not applicable.
|
|
ITEM 7.
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: Not applicable.
|
|
ITEM 8.
|
Identification and Classification of Members of the Group: Not applicable.
|
|
ITEM 9.
|
Notice of Dissolution of Group: Not applicable.
|
|
ITEM 10.
|
Certification: Not applicable.
|
|
DOMINION RESOURCES, INC.
a Virginia corporation
|
||
|
By:
|
/s/ Mark O. Webb
|
|
|
Mark O. Webb
Vice President, General Counsel and Chief Risk Officer
|
||
|
DOMINION COVE POINT, INC.
a Virginia corporation
|
||
|
By:
|
/s/ Mark O. Webb
|
|
|
Mark O. Webb
Vice President and General Counsel
|
||
|
DOMINION MLP HOLDING COMPANY, LLC
a Delaware limited liability company
|
||
|
By:
|
/s/ Mark O. Webb
|
|
|
Mark O. Webb
Vice President and General Counsel
|
||
|
CUSIP NO.: 257454108
|
SCHEDULE 13G
|
|
DOMINION RESOURCES, INC.
a Virginia corporation
|
||
|
By:
|
/s/ Mark O. Webb
Mark O. Webb
Vice President, General Counsel and Chief Risk Officer
|
|
|
DOMINION COVE POINT, INC.
a Virginia corporation
|
||
|
By:
|
/s/ Mark O. Webb
Mark O. Webb
Vice President and General Counsel
|
|
|
DOMINION MLP HOLDING COMPANY, LLC
a Delaware limited liability company
|
||
|
By:
|
/s/ Mark O. Webb
Mark O. Webb
Vice President and General Counsel
|
|