Post-effective Amendment to Registration Statement (pos Am)
April 11 2017 - 5:26PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 11, 2017
Registration No. 333- 204906
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Shell Midstream Partners, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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4610
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46-5223743
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(IRS Employer
Identification Number)
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One Shell Plaza
910 Louisiana Street
Houston, Texas 77002
(713)
241-6161
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Lori M. Muratta
Vice
President, General Counsel and Secretary
Shell Midstream Partners GP LLC
One Shell Plaza
910
Louisiana Street
Houston, Texas 77002
(713) 241-6161
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joshua Davidson
Kelly B.
Rose
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713)
229-1234
Approximate date of
commencement of proposed sale to the public
: Not applicable. This post-effective amendment deregisters all of the securities that were registered but unsold pursuant to this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment relates to the Registration Statement initially filed on Form
S-1
(Commission File No. 333- 204906) by Shell Midstream Partners, L.P., a Delaware limited partnership (the
Partnership), with the Securities and Exchange Commission (the SEC) on June 12, 2015, registering 7,692,308 common units representing limited partner interests of the Partnership for resale, from time to time, by the
selling unitholders named therein (as amended, the Registration Statement). The Registration Statement was declared effective by the SEC on July 23, 2015. Post-Effective Amendment No. 2 to the Registration Statement, which the
Partnership filed with the SEC on January 8, 2016, converted the Form
S-1
into a registration statement on Form
S-3,
which was declared effective by the SEC on
January 27, 2016.
The Partnership has no further obligation to maintain effectiveness of the Registration Statement. In accordance with an
undertaking made by the Partnership in the Registration Statement to remove from registration by means of a post-effective amendment any registered securities which remain unsold at the termination of the offering, this Post-Effective Amendment
No. 1 is being filed to terminate the effectiveness of the Registration Statement and to remove from registration all securities registered but not sold under the Registration Statement. As a result of this deregistration, no securities remain
registered for resale pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form
S-3
and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Houston, State of Texas, on April 11, 2017.
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Shell Midstream Partners, L.P.
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By:
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Shell Midstream Partners GP LLC, its general partner
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By:
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/s/ Lori M. Muratta
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Name:
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Lori M. Muratta
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Title:
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Vice President, General Counsel and Secretary
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Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement.
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