Note
: This Amendment No. 7 amends and supplements the Schedule 13D originally filed with the
Securities and Exchange Commission on April 2, 2015 and subsequently amended on October 6, 2015, January 29, 2016, December 1, 2016, July 9, 2018, September 21, 2018 and November 28, 2018. Capitalized terms used in
this Amendment No. 7 and not defined herein have the respective meanings ascribed to such terms in the Schedule 13D, as previously amended.
Item 2.
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Identity and Background.
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The information previously provided in response to this Item 2 is hereby amended and supplemented as follows:
As a result of the Merger (as defined below), the executive officers and directors of the Reporting Persons (the Listed Persons)
ceased to beneficially own any Common Units (as defined below).
During the last five years, none of the Reporting Persons nor, to the
best of the Reporting Persons knowledge, any of the Listed Persons has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons knowledge, any of the Listed Persons
was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or other Consideration.
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The information previously provided in response to this Item 3 is hereby amended and supplemented by adding the following:
The information provided in Item 4 below is incorporated herein by reference.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby supplemented as follows:
On
January 28, 2019, pursuant to that certain Agreement and Plan of Merger, dated as of November 26, 2018 (the Merger Agreement), by and among Dominion Energy, Inc. (Dominion Energy), Tredegar Street Merger Sub, LLC,
an indirect, wholly owned subsidiary of Dominion Energy (Merger Sub), Dominion Energy Midstream Partners, LP (Dominion Energy Midstream) and Dominion Energy Midstream GP, LLC, the general partner of Dominion Energy Midstream
(the General Partner), Dominion Energy Midstream completed its previously announced merger with Merger Sub, whereby Merger Sub merged with and into Dominion Energy Midstream with Dominion Energy Midstream surviving as an indirect, wholly
owned subsidiary of Dominion Energy (the Merger).
Under the terms of the Merger Agreement, at the effective time of the
Merger (i) each issued and outstanding common unit representing limited partner interests of Dominion Energy Midstream (a Common Unit), other than any Common Unit held directly or indirectly by Dominion Energy, was cancelled and
converted into the right to receive 0.2492 shares of Dominion Energy common stock, without par value (the Merger Consideration), and (ii) the membership interests of Merger Sub, which were held by Holdco, were converted into an
aggregate number of Common Units equal to the number of Common Units that were converted into the Merger Consideration. As a result of the Merger, the Reporting Persons own all of the outstanding Common Units.
The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which is filed as Exhibit 1 hereto.
Item 5.
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Interests in Securities of the Issuer.
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Item 5(a) is hereby amended and supplemented as follows:
Items 11 and 13 of each Cover Page state the aggregate number and percentage of Common Units beneficially owned by the applicable Reporting
Person. Such information is incorporated herein by reference.
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