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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 | (3) | 08/03/2010 | A | 34,538,061 (1) | (3) | (3) | Common Units | 34,538,061 | $ 0 (3) | 34,538,061 | I | See footnote (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHESAPEAKE MIDSTREAM HOLDINGS LLC 777 NW GRAND BOULEVARD OKLAHOMA CITY, OK 73118 |
X | X | ||
CHESAPEAKE ENERGY CORP 6100 NORTH WESTERN AVENUE OKLAHOMA CITY, OK 73118 |
X | X |
/s/ Marc D. Rome, on behalf of Chesapeake Midstream Holdings, L.L.C. | 08/05/2010 | |
**Signature of Reporting Person | Date | |
/s/ Marc D. Rome, on behalf of Chesapeake Energy Corporation | 08/05/2010 | |
**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 is jointly filed by Chesapeake Energy Corporation ("Chesapeake") and Chesapeake Midstream Holdings, L.L.C. ("Midstream Holdings"). |
(2) | Pursuant to the Contribution, Assignment and Assumption Agreement, which Midstream Holdings, 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, Midstream Holdings exchanged their existing ownership interests in an affiliate of the Issuer for 23,913,061 Common Units and 34,538,061 Subordinated Units, which Common Units and Subordinated Units Midstream Holdings received upon the closing of the Issuer's initial public offering on August 3, 2010. |
(3) | 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. |