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CHKM Access Midstream Partners L.P.

28.46
0.00 (0.00%)
19 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Access Midstream Partners L.P. NYSE:CHKM NYSE Ordinary Share
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 28.46 0.00 01:00:00

- Initial Statement of Beneficial Ownership (3)

29/07/2010 1:56am

Edgar (US Regulatory)


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Global Infrastructure Investors, Ltd

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/28/2010 

3. Issuer Name and Ticker or Trading Symbol

Chesapeake Midstream Partners, L.P. [CHKM]

(Last)        (First)        (Middle)

12 E. 49TH STREET

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

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

(Street)

NEW YORK, NY 10017       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


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)
Common Units   (1) 0   (1) (2) (3) (4) (5) I   (2) See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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
Subordinated Units     (3) (4)   (3) (4) Common Units   0   (1) (3) (4) (5)   (3) (4) I   (2) See Footnote   (2)

Explanation of Responses:
( 1)  This form is filed jointly by Global Infrastructure Investors, Limited ("GIP Investors"), Global Infrastructure Management, LLC ("GIP Management"), Global Infrastructure GP, L.P. ("GI GP"), GIP-A Holding (CHK), L.P. ("GIP-A"), GIP-B Holding (CHK), L.P. ("GIP-B") and GIP-C Holding (CHK), L.P. ("GIP-C" and together with GIP-A and GIP-B, the "GIP Partnerships"). The GIP Partnerships own a 50% limited partnership interest in the Issuer.
( 2)  GIP Investors is the sole general partner of GI GP, which is the sole general partner of each of GIP-A, GIP-B and GIP-C. Pursuant to, and subject to the terms and conditions of, a management agreement between GI GP and GIP Management, GIP Management has sole voting and investment power over the securities held by the GIP Partnerships. Each of GIP Investors, GIP Management and GI GP may be deemed to indirectly beneficially own these securities held by the GIP Partnerships, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.
( 3)  Pursuant to a Contribution, Conveyance and Assumption Agreement, which the GIP Partnerships, the Issuer and the other parties thereto entered into prior to the time the Securities and Exchange Commission declared the Issuer's Registration Statement on Form S-1 (Registration No. 333-164905) (the "Registration Statement") effective, the GIP Partnerships will exchange their existing ownership interests in an affiliate of the Issuer for approximately 20,725,561 Common Units and 34,538,061 Subordinated Units upon the closing of the Issuer's initial public offering, and up to an additional 3,187,500 Common Units in the event the underwriter's over-allotment option is not exercised, and the Issuer will redeem for nominal consideration the current 50% limited partnership interest in the Issuer held by the GIP Partnerships. (Continued in footnote 4).
( 4)  If the Issuer increases or decreases the number of common units to be sold to the public through the underwriters, the Issuer will correspondingly decrease or increase the number of common units to be issued to the GIP Partnerships, respectively.
( 5)  The Subordinated Units will convert into Common Units on a one-for-one basis at the end of the subordination period described in the Registration Statement.

Remarks:
The GIP Partnerships directly own a 50% membership interest in Chesapeake Midstream Ventures, L.L.C., which owns 100% of Chesapeake Midstream GP, L.L.C., the general partner of the Issuer.

Exhibit List: Exhibit 24, Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Global Infrastructure Investors, Ltd
12 E. 49TH STREET
NEW YORK, NY 10017
X X

Global Infrastructure Management, LLC
12 E. 49TH STREET
NEW YORK, NY 10017
X X

Global Infrastructure GP, L.P.
12 E. 49TH STREET
NEW YORK, NY 10017
X X

GIP-A Holding (CHK), L.P.
12 E. 49TH STREET
NEW YORK, NY 10017
X X

GIP-B Holding (CHK), L.P.
12 E. 49TH STREET
NEW YORK, NY 10017
X X

GIP-C Holding (CHK), L.P.
12 E. 49TH STREET
NEW YORK, NY 10017
X X


Signatures
/s/ Marc D. Rome 7/28/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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