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Filing Details

Accession Number:: 0000899243-20-009992
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-04-02 17:01:13
Reporting Period:: 2018-02-06

Accepted Time:: 2020-04-02 17:01:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1610466	Shell Midstream Partners L.p.	SHLX	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1610465	Shell Midstream Partners Gp Llc	150 N. Dairy Ashford Houston TX 77079	No	No	Yes	No
1610468	Shell Pipeline Co Lp	150 N. Dairy Ashford Houston TX 77079	No	No	Yes	No
1610733	Shell Midstream Lp Holdings Llc	150 N. Dairy Ashford Houston TX 77079	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	Acquisiton	2018-02-06	11,029,412	$27.20	99,979,548	No	4	P	Indirect	See footnote
Common Units Representing Limited Partner Interests	Acquisiton	2019-06-06	9,477,756	$0.00	109,457,304	No	4	P	Indirect	See footnote
Common Units Representing Limited Partner Interests	Acquisiton	2020-04-01	160,000,000	$0.00	269,457,304	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units Representing Limited Partner Interests	Series A perpetual convertible preferred units	Acquisiton	2020-04-01	50,782,904	$23.63	50,782,904	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
50,782,904			No	4	P	Indirect

Footnotes

This Form 4 is being filed jointly by Shell Pipeline Company LP ("SPLC"), Shell Midstream LP Holdings LLC ("LP Holdco") and Shell Midstream Partners GP LLC (the "General Partner"). LP Holdco and the General Partner are wholly owned subsidiaries of SPLC. Accordingly, SPLC may be deemed to indirectly beneficially own securities of Shell Midstream Partners, L.P. (the "Partnership") owned directly by LP Holdco and the General Partner.
On June 6, 2019, the Partnership, SPLC and Shell Midstream Operating LLC completed an acquisition under a Contribution Agreement, dated May 10, 2019, pursuant to which SPLC contributed all of its remaining equity interests in Colonial Pipeline Company and Explorer Pipeline Company to the Partnership in exchange for a cash contribution of $600,000,000 to SPLC and the issuance of 9,477,756 common units representing limited partner interests in the Partnership (the "Common Units") to LP Holdco.
On April 1, 2020, the Partnership completed a transaction under (i) a Purchase and Sale Agreement to acquire certain assets from entities affiliated with its sponsor, Royal Dutch Shell plc, and (ii) a Partnership Interests Restructuring Agreement with the General Partner to eliminate the incentive distribution rights and economic general partner interest in the Partnership. As consideration for such transaction, the Partnership issued to LP Holdco $1,200,000,000 of Series A perpetual convertible preferred units (the "Series A Preferred Units") at a price of $23.63 per Series A Preferred Unit (the "Series A Preferred Unit Issue Price"), plus 160,000,000 newly issued Common Units.
Each holder of the Series A Preferred Units may elect to convert all or any portion of the Series A Preferred Units owned by it into Common Units at the then-applicable conversion rate, subject to customary anti-dilution adjustments and an adjustment for any distributions that have accrued but not been paid when due and partial period distributions, at any time (but not more often than once per quarter) after January 1, 2022. The Partnership may elect to convert all or any portion of the Series A Preferred Units into Common Units at any time (but not more often than once per quarter) after January 1, 2023 if the closing price per Common Unit exceeds 140% of the Series A Preferred Unit Issue Price for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days, including the last trading day of such 30 trading day period, ending on and including the trading day immediately preceding notice of the conversion.
The Series A Preferred Units are perpetual in nature and have no expiration date.