XFRA:C2S Access Midstream Partners LP Insider Activity 4 Filing - 6/25/2012

Effective Date 6/25/2012

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GIP II Eagle 1 Holding, L.P.
  2. Issuer Name and Ticker or Trading Symbol
CHESAPEAKE MIDSTREAM PARTNERS LP [CHKM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
12 E. 49TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2012
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units 06/25/2012   J(1)   33,704,666 D (1) 0 I See footnotes(2)(3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units (4) 06/25/2010   J(1)     34,538,061   (4)   (4) Common Units 34,538,061 (1) 0 I See footnotes(2)(3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GIP II Eagle 1 Holding, L.P.
12 E. 49TH STREET
NEW YORK, NY 10017
    X    
GIP II Eagle 2 Holding, L.P.
12 E. 49TH STREET
NEW YORK, NY 10017
    X    
GIP II Eagle 3 Holding, L.P.
12 E. 49TH STREET
NEW YORK, NY 10017
    X    
GIP II Eagle 4 Holding, L.P.
12 E. 49TH STREET
NEW YORK, NY 10017
    X    

Signatures

 GIP II EAGLE 1 HOLDING, L.P. by: GIP II Eagle 1 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager   06/25/2012
** Signature of Reporting Person Date

 GIP II EAGLE 2 HOLDING, L.P. by: GIP II Eagle 2 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager   06/25/2012
** Signature of Reporting Person Date

 GIP II EAGLE 3 HOLDING, L.P. by: GIP II Eagle 3 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager   06/25/2012
** Signature of Reporting Person Date

 GIP II EAGLE 4 HOLDING, L.P. by: GIP II Eagle 1 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager   06/25/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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) On June 25, 2012, GIP II Eagle 1 Holding, L.P., GIP II Eagle 2 Holding, L.P. and GIP II Eagle 3 Holding, L.P. (collectively, the "Eagle Funds") contributed all of the Subordinated Units then beneficially owned by those entities to GIP II Eagle Holdings Partnership, L.P. ("Eagle Holdings"). Concurrently, GIP II Eagle 4 Holding, L.P. ("Eagle 4" and, together with the Eagle Funds, the "GIP II Funds") assigned to Eagle Holdings all of its rights and obligations under the purchase agreement between Eagle 4 and Chesapeake Midstream Holdings, L.L.C., dated June 7, 2012 (the "Second Purchase Agreement"), and pursuant to which Eagle 4 had the right to acquire 6,438,115 Subordinated Units and 33,704,666 Common Units (together the "Second Purchase Agreement Subject Interests"). In exchange for, and upon these contributions, Eagle Holdings issued to each of the GIP II Funds limited partnership interests in Eagle Holdings.
(2) The Second Purchase Agreement Subject Interests were beneficially owned by Eagle 4 pursuant to the Second Purchase Agreement. The remaining Units reported herein were beneficially owned by the Eagle Funds. Global Infrastructure Investors II, LLC has the power to direct the voting and disposition of the Common Units and Subordinated Units reported herein through Global Infrastructure GP II, L.P., of which it is the general partner. Global Infrastructure GP II, L.P. is the general partner of each of the members of the general partners of each of the GIP II Funds.
(3) By virtue of these relationships, each of the reporting persons may be deemed to share beneficial ownership of the Common Units and Subordinated Units reported herein. Each such reporting person expressly disclaims beneficial ownership of any such Common Units and Subordinated Units except to the extent of its pecuniary interest therein.
(4) The Subordinated Units may be converted into Common Units on a one-for-one basis after the expiration of the Subordination Period (as defined in the First Amended and Restated Agreement of Limited Partnership of the Issuer (the "Partnership Agreement")), and other circumstances as noted in the Partnership Agreement.

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XFRA:C2S Access Midstream Partners LP Insider Activity 4 Filling

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XFRA:C2S Access Midstream Partners LP Insider Activity 4 Filing - 6/25/2012
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