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Phillips 66 Co., et al. – ‘3’ for 8/17/22 re: DCP Midstream, LP

On:  Friday, 8/26/22, at 5:27pm ET   ·   For:  8/17/22   ·   As:  10% Owner   ·   Accession #:  899243-22-29882   ·   File #:  1-32678

Previous ‘3’:  ‘3’ on / for 7/22/13   ·   Latest ‘3’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/26/22  Phillips 66 Co.                   3          10% Owner   1:11K  DCP Midstream, LP                 Donnelley Fin’l S… 06/FA
          Phillips 66
          Phillips 66 Project Shareholder Inc.
          Phillips 66 Project Development Inc.
          Phillips Gas Co. LLC

Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Form 3 Submission -- doc3.xml/2.6                   HTML      9K


        

This ‘3’ Document is an XML Data File that may be rendered in various formats:

  Form 3    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Form 3 Submission
 
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Phillips 66
(Last)(First)(Middle)
2331 CITYWEST BLVD.
(Street)
HOUSTONTX77042
(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
8/17/22		3. Issuer Name and Ticker or Trading Symbol
DCP Midstream, LP [ DCP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partner interests117,762,526ISee Footnotes (1) (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Phillips 66
(Last)(First)(Middle)
2331 CITYWEST BLVD.
(Street)
HOUSTONTX77042
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Phillips 66 Co
(Last)(First)(Middle)
2331 CITYWEST BLVD.
(Street)
HOUSTONTX77042
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Phillips 66 Project Shareholder Inc.
(Last)(First)(Middle)
2331 CITYWEST BLVD.
(Street)
HOUSTONTX77042
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Phillips 66 Project Development Inc.
(Last)(First)(Middle)
2331 CITYWEST BLVD.
(Street)
HOUSTONTX77042
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Phillips Gas Co LLC
(Last)(First)(Middle)
2331 CITYWEST BLVD.
(Street)
HOUSTONTX77042
(City)(State)(Zip)
Explanation of Responses:
(1)  On August 17, 2022, Phillips Gas Company LLC ("PGC") and Spectra Energy DEFS Holding, LLC, as members of DCP Midstream, LLC ("Midstream"), entered into a Third Amended and Restated Limited Liability Agreement of DCP Midstream, LLC, effective on August 17, 2022 (the "Third A&R LLC Agreement"), which, among other things, designated PGC as the Class A Managing Member of Midstream. PGC is a wholly owned subsidiary of Phillips 66 Project Development Inc. ("P66 Project Development"), which is a wholly owned subsidiary of Phillips 66 Project Shareholder Inc. ("P66 Project Shareholder"), which is a wholly owned subsidiary of Phillips 66 Company ("P66Co"), which is a wholly owned subsidiary of Phillips 66. As a result of PGC's membership interest in Midstream, each of Phillips 66, P66Co, P66 Project Shareholder, P66 Project Development and PGC may be deemed to indirectly beneficially own (1) 50,874,908 common units representing limited partner interests ("Common Units") of DCP Midstream,
(2)  (Continued from Footnote 1), in its capacity as the sole member of DCP Midstream GP, LLC, the general partner of the General Partner, and in its capacity as the sole owner of the limited partner interests in the General Partner, may be deemed to indirectly own. Each of Phillips 66, P66Co, P66 Project Shareholder, P66 Project Development and PGC disclaims beneficial ownership of any Common Units except to the extent of their pecuniary interest therein.
Remarks:
/s/ Timothy D. Roberts, Executive Vice President of Phillips 66 8/26/22
/s/ Timothy D. Roberts, Executive Vice President of Phillips 66 Company 8/26/22
/s/ Timothy D. Roberts, President of Phillips 66 Project Shareholder Inc. 8/26/22
/s/ Timothy D. Roberts, President of Phillips 66 Project Development Inc. 8/26/22
/s/ Kevin J. Mitchell, President of Phillips Gas Company LLC 8/26/22
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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