FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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(f) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

6/25/2012
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/25/2012     J (1)    33704666   D   (1) 0   I   See footnotes   (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) 6/25/2010     J   (1)       34538061      (4)   (4) Common Units   34538061     (1) 0   I   See footnotes   (2) (3)

Explanation of Responses:
( 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.

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 6/25/2012
** 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 6/25/2012
** 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 6/25/2012
** 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 6/25/2012
** Signature of Reporting Person Date


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 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).
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 control number.
Access Midstream Partners L.P. (NYSE:CHKM)
Historical Stock Chart
Von Jun 2024 bis Jul 2024 Click Here for more Access Midstream Partners L.P. Charts.
Access Midstream Partners L.P. (NYSE:CHKM)
Historical Stock Chart
Von Jul 2023 bis Jul 2024 Click Here for more Access Midstream Partners L.P. Charts.