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1
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NAME OF REPORTING PERSON
BP Midstream Partners Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A):
(B):
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3
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SEC USE ONLY
OO
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4
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SOURCE OF FUNDS (See Instructions)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
56,956,712 units
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
56,956,712 units*
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,956,712 units**
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.4%
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
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*
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Consists of 56,956,712 common units representing limited partner interests in BP Midstream Partners LP. BP Midstream Partners Holdings LLC may also be deemed to be the indirect beneficial owner of the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) through its controlling interest in BP Midstream Partners GP LLC.
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**
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Based on a total of 104,794,540 common units outstanding as of May 5, 2021.
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1
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NAME OF REPORTING PERSON
BP Pipelines (North America) Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A):
(B):
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3
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SEC USE ONLY
OO
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4
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SOURCE OF FUNDS (See Instructions)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Maine
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
56,956,712 units
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
56,956,712 units*
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,956,712 units**
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.4%
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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*
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Consists of 56,956,712 common units representing limited partner interests in the BP Midstream Partners LP, held of record by BP Midstream Partners Holdings LLC, a wholly owned subsidiary of BP Pipelines (North America) Inc. BP Pipelines (North America) Inc. may also be deemed to be the indirect beneficial owner of the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) through BP Midstream Partners Holdings LLC’s controlling interest in the BP Midstream Partners GP LLC.
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**
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Based on a total of 104,794,540 common units outstanding as of May 5, 2021.
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Explanatory Note
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed on November 9, 2017 by BP Pipelines (North America) Inc. (“BP Pipelines”) and BP Midstream Partners Holdings LLC (“BP Holdco” and, together with BP Pipelines, the “Reporting Persons”), as amended by Amendment No. 1 to the Schedule 13D filed on November 28, 2017 and Amendment No. 2 to the Schedule 13D filed on February 12, 2021 (as amended, the “Schedule 13D”) with respect to the common units representing limited partner interests (the “Common Units”) of BP Midstream Partners LP (the “Issuer”). The Schedule 13D shall not be modified except as specifically provided herein.
Item 1. Security and Issuer
No changes to this Item.
Item 2. Identity and Background
No changes to this Item.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to add the following paragraph:
In connection with the transaction proposed by the Proposal described in Item 4 of this Amendment No. 3 (which Item 4 is incorporated herein by reference), the Reporting Persons anticipate that the funding for such transaction will consist of American Depositary Shares of BP p.l.c. (“BP ADSs”), as described in Item 4.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following paragraph:
On August 4, 2021, BP Holdco submitted a proposal (the “Proposal”) to the Board of Directors of the General Partner to acquire, in a merger transaction, all of the Issuer’s outstanding Common Units not already owned by BP Holdco and its affiliates, in exchange for a to-be-determined fixed exchange ratio, at a value of $13.01 per Common Unit payable in BP ADSs. The Proposal is subject to the negotiation and execution of definitive agreements and the requisite approvals. If the transaction contemplated by the Proposal is consummated, the Common Units are expected to be delisted from The New York Stock Exchange.
While the Proposal remains under consideration and subject to negotiation, the Reporting Persons and their representatives may respond to inquiries from the Issuer and its representatives and engage in discussions and negotiations.
No assurances can be given that the transaction contemplated by BP Pipelines or any other potential transaction involving BP Pipelines and the Issuer will be consummated, or if a transaction is undertaken, as to its terms or timing. BP Pipelines reserves the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) BP Pipelines does not directly own any Common Units; however, as the sole member of BP Holdco, it may be deemed to beneficially own 56,956,712 Common Units held of record by BP Holdco, which represents approximately 54.4% of the outstanding Common Units of the Partnership.
1.BP Holdco is the record and beneficial owner of 56,956,712 Common Units, which represents 54.4% of the outstanding Common Units.
2.In addition, as of the date of this report, certain of the directors and officers of the Reporting Persons (the “Covered Individuals”) beneficially own the number and percentage of Common Units set forth on Schedule I hereto.
The percentages set forth in Item 5(a) are based on the number of Common Units (104,794,540) issued and outstanding as of May 5, 2021, as reported to the Reporting Persons by the Partnership.
(b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference. To the Reporting Persons’ knowledge, each of the Covered Individuals listed in Schedule I hereto has sole voting power and dispositive power with respect to all of the Common Units reported for him or her in Schedule I hereto.
(c) Except as described in Item 3 above or elsewhere in this Schedule 13D, none of the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Individuals, has effected any transactions in the Common Units during the past 60 days.
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Units reported by such persons on the cover page of this Schedule 13D and in this Item 5. See Schedule I for the information applicable to the Covered Individuals. Except for the foregoing and the cash distributions described in Item 6 below, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Individuals.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
No changes to this Item.
Item 7. Material to Be Filed as Exhibits
No changes to this Item.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
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Dated: August 4, 2021
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BP PIPELINES (NORTH AMERICA) INC.
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By:
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/s/ Mayrena Castillo
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Name:
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Mayrena Castillo
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Title:
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President
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BP MIDSTREAM PARTNERS HOLDINGS LLC
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By:
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/s/ Susan Baur
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Name:
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Susan Baur
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Title:
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Vice President
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SCHEDULE I
The name and business address of each of the executive officers of BP Midstream Partners Holdings LLC and each of the executive officers and directors of BP Pipelines (North America) Inc. are set forth below (outside of similar positions held with respect to other entities directly or indirectly managed or advised by the Issuer, BP Midstream Partners Holdings LLC or BP Pipelines (North America) Inc.).
Officers of BP Midstream Partners Holdings LLC
Mayrena Castillo
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: President of BP Midstream Partners Holdings LLC, President and Director of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Nicholas Burgin
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Vice President & General Tax Officer of BP Midstream Partners Holdings LLC, and Vice President & General Tax Officer of BP Pipelines (North America) Inc.
Citizenship: British
Amount Beneficially Owned: 0 common units
Susan Baur
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Vice President of BP Midstream Partners Holdings LLC, and Vice President and Director of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
John D’Andrea
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Vice President of BP Midstream Partners Holdings LLC, and Vice President of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Gordon B. Ferguson
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Vice President of BP Midstream Partners Holdings LLC, and Vice President of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
David A. Kurt
30 South Wacker Drive, Chicago, IL 60606
Principal Occupation: Vice President of BP Midstream Partners Holdings LLC, and Vice President of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Thu Dang
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Treasurer of BP Midstream Partners Holdings LLC, and Treasurer of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Nike Thorpe
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Secretary of BP Midstream Partners Holdings LLC, and Secretary of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Carol Clenney
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Tax Officer of BP Midstream Partners Holdings LLC, and Tax Officer of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Mark Hennen
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Tax Officer of BP Midstream Partners Holdings LLC, and Tax Officer of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Rita Pop
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Tax Officer of BP Midstream Partners Holdings LLC, and Tax Officer of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Joletta D. Martin
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Assistant Treasurer of BP Midstream Partners Holdings LLC, and Assistant Treasurer of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Xin Wang
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Assistant Treasurer of BP Midstream Partners Holdings LLC, and Assistant Treasurer of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Officers of BP Pipelines (North America) Inc.
Mayrena Castillo
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: President and Director of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Derek Rush
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Vice President & Chief Financial Officer and Director of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Nicholas Burgin
(see above)
Susan Baur
(see above)
John D’Andrea
(see above)
Gordon B. Ferguson
(see above)
David A. Kurt
(see above)
Joseph Sontchi
201 Helios Way, Houston, Texas 77079
Principal Occupation: Vice President of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Tom Halaska
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Vice President of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Thu Dang
(see above)
Becky M. Smilak
501 Westlake Park Boulevard, Houston, TX 77079
Principal Occupation: Controller of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Mark Hennen
(see above)
Tina B. Kirby
201 Helios Way, Houston, Texas 77079
Principal Occupation: Tax Officer of BP Pipelines (North America) Inc.
Citizenship: USA
Amount Beneficially Owned: 0 common units
Rita Pop
(see above)
Nike Thorpe
(see above)
Carol Clenney
(see above)
Joletta D. Martin
(see above)
Xin Wang
(see above)
Directors of BP Pipelines (North America) Inc.
Mayrena Castillo
(see above)
Susan Baur
(see above)
Derek Rush
(see above)