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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 | |
| Targa Resources Investments Inc. 1000 LOUISIANA, SUITE 4300 HOUSTON, TX 77002 |
X | |||
| Targa Resources Investments Sub Inc. 1000 LOUISIANA, SUITE 4300 HOUSTON, TX 77002 |
X | |||
| Targa Resources, Inc. 1000 LOUISIANA, SUITE 4300 HOUSTON, TX 77002 |
X | |||
| Targa Resources LLC 1000 LOUISIANA, SUITE 4300 HOUSTON, TX 77002 |
X | |||
| Targa Resources II LLC 1000 LOUISIANA, SUITE 4300 HOUSTON, TX 77002 |
X | |||
| Targa Resources Holdings GP LLC 1000 LOUISIANA, SUITE 4300 HOUSTON, TX 77002 |
X | |||
| Targa Resources Holdings LP 1000 LOUISIANA, SUITE 4300 HOUSTON, TX 77002 |
X | |||
| Targa Midstream GP LLC 1000 LOUISIANA, SUITE 4300 HOUSTON, TX 77002 |
X | |||
| Targa Midstream Services Limited Partnership 1000 LOUISIANA, SUITE 4300 HOUSTON, TX 77002 |
X | |||
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources Investments Inc. | 04/15/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources Investments Sub Inc. | 04/15/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources, Inc. | 04/15/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources LLC | 04/15/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources II LLC | 04/15/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources Holdings GP LLC | 04/15/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Resources Holdings LP | 04/15/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Midstream GP LLC | 04/15/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Paul W. Chung, EVP, General Counsel and Secretary of Targa Midstream Services Limited Partnership | 04/15/2010 | |
| **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) | Targa GP Inc. ("GP Inc.") and Targa LP Inc. ("LP Inc.") are the beneficial owners of 9,626,129 and 1,929,717 common units, respectively, of the Issuer. Targa Midstream Services Limited Partnership ("TMSLP") owns 100% of GP Inc. and LP Inc. Targa Resources Holdings LP ("Holdings") owns a 96.6126% limited partner interest in TMSLP and Targa Midstream GP LLC ("Midstream GP") owns a 3.3874% general partner interest in TMSLP. Holdings owns 100% of Midstream GP. Targa Resources II LLC ("Resources II") owns a 99% limited partner interest in Holdings and Targa Resources Holdings GP LLC ("Holdings GP") owns a 1% general partner interest in Holdings. Targa Resources LLC ("Resources") owns 100% of Resources II and Holdings GP. Targa Resources, Inc. ("Targa") owns 100% of Resources. Targa Resources Investments Sub Inc. ("Investments Sub") owns 100% of Targa. Targa Resources Investments Inc. ("Targa Investments") owns 100% of Investments Sub. |
| (2) | TMSLP, Holdings, Midstream GP, Resources II, Holdings GP, Resources, Targa, Investments Sub and Targa Investments may be deemed to beneficially own all of the reported securities. GP Inc. and LP Inc. hold, in the aggregate, 17.0% of the limited partner interest in the Issuer. |
| Remarks: This report is being filed concurrently with a Form 4 that relates to the same transaction filed on the date hereof by Targa LP Inc., who is a joint filer with the entities filing this report. Following the reported transaction, LP Inc. owns 1,929,717 common units. | |