BP Pipelines (North America) Inc. - Apr 5, 2022 Form 4 Insider Report for BP Midstream Partners LP (BPMP)

Role: Director, 10%+ Owner
Signature: /s/ Hans F. Boas, Chief Legal Counsel and Secretary, BP Midstream Partners GP LLC
Stock symbol: BPMP
Transactions as of: Apr 5, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/5/2022, 04:26 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BPMP	Common Units representing limited partner interests	Award	$0	+47.9M	+84.02%	$0.00	105M	Apr 5, 2022	See footnotes	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to that certain Agreement and Plan of Merger, dated as of December 19, 2021 (the "Merger Agreement"), by and among BP p.l.c. ("BP"), the Issuer and the other parties thereto, BP acquired all of the outstanding common units representing limited partnership interests in the Issuer not already held by BP or one of its subsidiaries (the "Public Common Units") via a merger that resulted in the Issuer surviving the merger as an indirect, wholly owned subsidiary of BP. Pursuant to the Merger Agreement, each Public Common Unit has converted into the right to receive 0.575 American Depository Shares of BP representing a beneficial interest in six ordinary shares of BP, par value $0.25 per share.
F2	This Form 4 is being filed jointly by BP Pipelines (North America) Inc. ("BP Pipelines"), BP Midstream Partners Holdings LLC ("BP Holdco") and BP Midstream GP LLC (the "General Partner"). BP Holdco, a direct wholly owned subsidiary of BP Pipelines, owns all of the membership interests in the General Partner. Accordingly, the General Partner is an indirect wholly owned subsidiary of BP Pipelines.
F3	The General Partner owns the non-economic general partner interest in the Issuer. BP Holdco owns all of the membership interests in the General Partner. BP Pipelines owns all of the membership interests in BP Holdco, which owns 103,763,074 common units of the Issuer, and all of the capital stock of Amoco Pipeline Holding Company ("APHC"), which owns 1,050,000 common units of the Issuer. Accordingly, BP Pipelines may be deemed to indirectly own the securities of the Issuer directly held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. BP Pipelines may also be deemed to indirectly own the securities of the Issuer directly held by BP Holdco and APHC, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.