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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 | ||||||||
Subordinated Units (Limited Partner Interests) | (3) | 12/02/2014 | J(1) | 26,705,000 | (3) | (3) | Common Units (Limited Partner Interests) | 26,705,000 | (2) | 0 | I (1) | By Field Services |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
QEP RESOURCES, INC. 1050 17TH STREET, SUITE 800 DENVER, CO 80265 |
X | X | Refer to footnote (1) |
/s/ Abigail L. Jones, Attorney in Fact | 12/04/2014 | |
**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) | This Form 4 is filed jointly by QEP Resources, Inc. ("QEP Resources") and QEP Field Services Company ("Field Services"). Field Services is a wholly owned subsidiary of QEP Resources. |
(2) | On December 2, 2014, QEP Resources, through Field Services, sold QEP Resources' midstream business to Tesoro Logistics LP, including (i) the common and subordinated units in the Issuer held directly by Field Services, which represented a 55.8% limited partner interest in the Issuer and (ii) QEP Resources' 100% interest in the Issuer's general partner, which owns a 2.0% general partner interest in the Issuer and 100% of the Issuer's incentive distribution rights. The aggregate consideration for the transaction was $2.5 billion, subject to customary purchase price adjustments. |
(3) | 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 (Registration No. 333-188487). |