- Initial Statement of Beneficial Ownership (3)
26 6월 2012 - 9:23AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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GIP II Eagle Holdings Partnership, L.P.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/25/2012
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3. Issuer Name
and
Ticker or Trading Symbol
CHESAPEAKE MIDSTREAM PARTNERS LP [CHKM]
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(Last)
(First)
(Middle)
12 E. 49TH STREET
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Units
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33704666
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I
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See footnotes
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Subordinated Units
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(3)
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(3)
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Common Units
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34538061
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$0
(3)
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I
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See footnotes
(1)
(2)
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Explanation of Responses:
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(
1)
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The Common Units and Subordinated Units reported herein are beneficially owned by GIP II Eagle Holdings Partnership, L.P. ("Eagle Holdings"). GIP II Eagle Acquisition Holdings GP, LLC is the general partner of Eagle Holdings. Global Infrastructure Investors II, LLC is the general partner of Global Infrastructure GP II, L.P., which is the managing member of GIP II Eagle Acquisition Holdings GP, LLC. By virtue of these relationships, each of the aforementioned entities may be deemed to share beneficial ownership of the Common Units and Subordinated Units reported herein. Each such entity expressly disclaims beneficial ownership of any such Common Units and Subordinated Units except to the extent of its pecuniary interest therein.
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(
2)
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Global Infrastructure Investors II, LLC and Global Infrastructure GP II, L.P. filed a separate Form 3 reporting beneficial ownership of the Common Units and Subordinated Units reported herein on June 25, 2012.
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(
3)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GIP II Eagle Holdings Partnership, L.P.
12 E. 49TH STREET
NEW YORK, NY 10017
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X
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GIP II Eagle Acquisition Holdings GP, LLC
12 E. 49TH STREET
NEW YORK, NY 10017
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X
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Signatures
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GIP II EAGLE ACQUISITION HOLDINGS GP, LLC by: Global Infrastructure GP II, L.P., its managing member. by: Global Infrastructure Investors II, LLC, its general partner by: /s/ Mark Levitt, Secretary
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6/25/2012
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**
Signature of Reporting Person
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Date
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GIP II EAGLE HOLDINGS PARTNERSHIP, L.P. by: GIP II Eagle Acquisition Holdings GP, LLC, its gen. partner by: Global Infrastructure GP II, L.P., its managing member. by: Global Infrastructure Investors II, LLC, its gen. partner by: /s/ Mark Levitt, Sec.
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6/25/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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