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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SEMPLE FRANK M C/O MPLX LP 200 E. HARDIN STREET FINDLAY, OH 45840 |
X | Vice Chairman |
/s/ Molly R. Benson, Attorney-in-Fact for Frank M. Semple | 12/08/2015 | |
**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) | Received in exchange for 261,069 MarkWest Energy Partners, L.P. ("MarkWest") common units, including converted phantom units, in connection with the merger of Sapphire Holdco LLC, a wholly owned subsidiary of the Issuer, with and into MarkWest on December 4, 2015, with MarkWest as the surviving entity (the "Merger"). The Merger consideration for this transaction was 1.09 Issuer common units plus $6.20 in cash per MarkWest common unit or phantom unit converted in connection with the Merger, with cash paid in lieu of fractional units. |
(2) | On the effective date of the Merger, the closing price of the Issuer's common units was $30.83 per unit. |
(3) | Received in exchange for 150,745 MarkWest Energy Partners, L.P. ("MarkWest") common units in connection with the merger of Sapphire Holdco LLC, a wholly owned subsidiary of the Issuer, with and into MarkWest on December 4, 2015, with MarkWest as the surviving entity (the "Merger"). The Merger consideration for this transaction was 1.09 Issuer common units plus $6.20 in cash per MarkWest common unit or phantom unit converted in connection with the Merger, with cash paid in lieu of fractional units. |
(4) | Received in exchange for 102,000 MarkWest Energy Partners, L.P. ("MarkWest") common units in connection with the merger of Sapphire Holdco LLC, a wholly owned subsidiary of the Issuer, with and into MarkWest on December 4, 2015, with MarkWest as the surviving entity (the "Merger"). The Merger consideration for this transaction was 1.09 Issuer common units plus $6.20 in cash per MarkWest common unit or phantom unit converted in connection with the Merger, with cash paid in lieu of fractional units. |
(5) | Received in exchange for 94,000 MarkWest Energy Partners, L.P. ("MarkWest") common units in connection with the merger of Sapphire Holdco LLC, a wholly owned subsidiary of the Issuer, with and into MarkWest on December 4, 2015, with MarkWest as the surviving entity (the "Merger"). The Merger consideration for this transaction was 1.09 Issuer common units plus $6.20 in cash per MarkWest common unit or phantom unit converted in connection with the Merger, with cash paid in lieu of fractional units. |
(6) | Received in exchange for 44,750 MarkWest Energy Partners, L.P. ("MarkWest") common units in connection with the merger of Sapphire Holdco LLC, a wholly owned subsidiary of the Issuer, with and into MarkWest on December 4, 2015, with MarkWest as the surviving entity (the "Merger"). The Merger consideration for this transaction was 1.09 Issuer common units plus $6.20 in cash per MarkWest common unit or phantom unit converted in connection with the Merger, with cash paid in lieu of fractional units. |
Remarks: The Reporting Person is a Director and the Vice Chairman of MPLX GP LLC, the general partner of the Issuer. The Issuer is managed by the directors and executive officers of MPLX GP LLC. |