Edgar Filing: QEP Midstream Partners, LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

QEP RESOURCES, INC.

2. Issuer Name and Ticker or Trading Symbol
QEP Midstream Partners, LP [QEPM]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Refer to footnote (1)

(Last)

(First)

(Middle)

1050 17TH STREET, SUITE 500

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2013

(Street)

DENVER, CO 80265

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units (Limited Partnership Interests)	08/14/2013		A		6,701,750 ⁽¹⁾ ⁽²⁾	A	⁽²⁾	6,701,750 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾	By Field Services

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subordinated Units (Limited Partner Interests)

⁽³⁾

08/14/2013

26,705,000 ⁽¹⁾ ⁽²⁾

⁽³⁾

Common Units (Limited Partner Interests)

26,705,000 ⁽¹⁾ ⁽²⁾

$ 0 ⁽³⁾

26,705,000 ⁽¹⁾ ⁽²⁾

By Field Services

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
QEP RESOURCES, INC. 1050 17TH STREET, SUITE 500 DENVER, CO 80265	X	X		Refer to footnote (1)
QEP Midstream Partners, LP 1050 17TH STREET, SUITE 500 DENVER, CO 80265				Refer to footnote (1)
QEP Field Services Co 1050 17TH STREET, SUITE 500 DENVER, CO 80265	X	X

Signatures

/s/ Abigail L. Jones		08/15/2013
^**Signature of Reporting Person		Date
/s/ Abigail L. Jones		08/15/2013
^**Signature of Reporting Person		Date
/s/ Abigail L. Jones		08/15/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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"), QEP Field Services Company ("Field Services") and QEP Midstream Partners GP, LLC, the general partner of the Issuer (the "General Partner") in connection with the closing (the "Closing") of the initial public offering (the "IPO") and the related Closing transactions as reported in the Issuer's Registration Statement on Form S-1 (Registration No. 333 188487) (the "Registration Statement"). Field Services and the General Partner are wholly owned indirect subsidiaries of QEP Resources. QEP Resources may be deemed to indirectly own the securities of the Issuer held by Field Services and the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.
(2)	Pursuant to a Contribution, Conveyance and Assumption Agreement by and among the Issuer, Field Services, the General Partner and the other parties thereto, effective as of the Closing, Field Services contributed certain assets to the Issuer in exchange for (i) 6,701,750 common units of the Issuer and (ii) 26,705,000 subordinated units of the Issuer, representing approximately 25.1% of the outstanding common units of the Issuer and 100% of the outstanding subordinated units of the Issuer, for an aggregate 61.3% limited partner interest in the Issuer.
(3)	Each subordinated unit will convert into one common unit at the end of the Subordination Period.

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