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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DOMINION RESOURCES INC /VA/ 120 TREDEGAR STREET RICHMOND, VA 23219 |
X | X | ||
| /s/ Karen W. Doggett, Assistant Corporate Secretary, Dominion Resources, Inc. | 09/30/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Price reflects the weighted average purchase price. Units were purchased at prices ranging from $26.95 to $27.81. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price. |
| (2) | Price reflects the weighted average purchase price. Units were purchased at prices ranging from $28.12 to $28.71. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price. |
| (3) | Price reflects the weighted average purchase price. Units were purchased at prices ranging from $24.60 to $25.59. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price. |
| (4) | Price reflects the weighted average purchase price. Units were purchased at prices ranging from $25.60 to $26.52. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price. |
| (5) | Price reflects the weighted average purchase price. Units were purchased at prices ranging from $26.60 to $27.55. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price. |
| (6) | Price reflects the weighted average purchase price. Units were purchased at prices ranging from $27.61 to $27.95. The filer undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of units purchased at each separate price. |
| (7) | Dominion Resources, Inc. ("Dominion") may be deemed to indirectly own 5,112,139 common units representing limited partner interests ("Common Units") in the Issuer held directly by its wholly owned subsidiary Dominion MLP Holding Company II, Inc. Additionally, Dominion may be deemed to indirectly own an additional 11,847,789 Common Units and 31,972,789 subordinated units representing limited partner interests ("Subordinated Units") in the Issuer held directly by its indirect wholly owned subsidiary Dominion MLP Holding Company, LLC. Each Subordinated Unit will convert into one common unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-194864). The Subordinated Units have no expiration date. |
| Remarks: Dominion Midstream GP, LLC (the "General Partner") serves as the general partner of the Issuer and manages the Issuer's operations and activities on the Issuer's behalf through the General Partner's directors and executive officers. The General Partner is ultimately controlled by Dominion Resources, Inc. ("Dominion") and some of Dominion's directors and executive officers also serve as directors and executive officers of the General Partner. Due to its ultimate control of the General Partner, Dominion has the right to appoint the board of directors of the General Partner. | |