Edgar Filing: Stonepeak Commonwealth Holdings LLC

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Stonepeak Commonwealth Holdings LLC

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2018

3. Issuer Name and Ticker or Trading Symbol
Dominion Energy Midstream Partners, LP [DM]

(Last)

(First)

(Middle)

717 FIFTH AVENUE, 25TH FLOOR,Â

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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
Series A Convertible Preferred Units	Â ⁽¹⁾	Â ⁽¹⁾	Common Units	16,417,018 ⁽¹⁾	$ ⁽¹⁾	D ⁽²⁾ ⁽³⁾ ⁽⁴⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stonepeak Commonwealth Holdings LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â	Â	Â
Stonepeak Commonwealth Upper Holdings LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â	Â	Â
Stonepeak Infrastructure Fund II (AIV) LP 717 FIFTH AVENUE, 25TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â	Â	Â
Stonepeak Associates II LLC 717 FIFTH AVENUE 25TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â	Â	Â
Stonepeak GP Holdings II LP 717 FIFTH AVENUE 25TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â	Â	Â
Stonepeak GP Investors II LLC 717 FIFTH AVENUE 25TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â	Â	Â
Stonepeak GP Investors Manager LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â	Â	Â
Vichie Trent D 717 FIFTH AVENUE, 25TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â	Â	Â
Dorrell Michael B. 717 FIFTH AVENUE, 25TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â	Â	Â

Signatures

/s/ Trent D. Vichie		10/12/2018
^**Signature of Reporting Person		Date
/s/ Michael B. Dorrell		10/12/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The Series A Convertible Preferred Units representing partner interests in the Issuer (the "Preferred Units") are convertible into Common Units representing limited partner interests in the Issuer, on a one-to-one basis (subject to customary anti-dilution adjustments) (i) at the holder's election, following the second anniversary of the December 1, 2016 issue date (the "Issue Date"), and (ii) by the Issuer, following the third anniversary of the Issue Date, subject to certain conditions.
(2)	These Preferred Units are owned directly by Stonepeak Commonwealth Holdings LLC, and indirectly by Stonepeak Commonwealth Upper Holdings LLC, Stonepeak Infrastructure Fund II (AIV) LP, Stonepeak Associates II LLC, Stonepeak GP Holdings II LP, Stonepeak GP Investors II LLC, Stonepeak GP Investors Manager LLC, Michael Dorrell and Trent Vichie.
(3)	Stonepeak Commonwealth Upper Holdings LLC is the managing member of Stonepeak Commonwealth Holdings LLC. Stonepeak Infrastructure Fund II (AIV) LP is the managing member of Stonepeak Commonwealth Upper Holdings LLC. Stonepeak Associates II LLC is the general partner of Stonepeak Infrastructure Fund II (AIV) LP. Stonepeak GP Holdings II LP is the sole member of Stonepeak Associates II LLC. Stonepeak GP Investors II LLC is the general partner of Stonepeak GP Holdings II LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors II LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC.
(4)	Each Reporting Person disclaims beneficial ownership of the Preferred Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Preferred Units for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Â Remarks: ExhibitÂ 99.1:Â AdditionalÂ Signatures

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