SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DCP MIDSTREAM, LLC (Last) (First) (Middle) 370 17TH STREET SUITE 2500 (Street) DENVER CO 80202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DCP Midstream Partners, LP [ DPM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/31/2014
	4. If Amendment, Date of 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

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	03/31/2014		P		2,098,674	A	$0.0000(1)	2,098,674	D
Common Units	03/31/2014		P		1,399,116	A	$0.0000(1)	20,223,754(2)	I	DCP LP Holdings, LLC
Common Units	03/31/2014		P		999,368	A	$0.0000(1)	1,887,618(3)	I	DCP Midstream GP, LP

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 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: 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

1. Name and Address of Reporting Person* DCP MIDSTREAM, LLC (Last) (First) (Middle) 370 17TH STREET SUITE 2500 (Street) DENVER CO 80202 (City) (State) (Zip)

1. Name and Address of Reporting Person* DCP LP Holdings, LLC (Last) (First) (Middle) 370 17TH STREET SUITE 2500 (Street) DENVER CO 80202 (City) (State) (Zip)

Explanation of Responses:

1. On March 31, 2014, in connection with the closing of the transactions contemplated by the Contribution Agreement, dated February 25, 2014, among DCP LP Holdings, LLC ("Holdings"), DCP Midstream GP, LP (the "General Partner"), DCP Midstream, LLC ("Midstream"), and DCP Midstream Partners, LP, the Reporting Persons and certain of their affiliates contributed to the Issuer (i) a 33.33% membership interest in each of two separate NGL pipeline entities, DCP Southern Hills Pipeline, LLC and DCP Sand Hills Pipeline, LLC and (ii) the remaining 20% interest in DCP SC Texas GP, an entity in which the Issuer now owns 100% of the outstanding partnership interests. The consideration for the contribution consisted of $895 million in cash and the issuance of Common Units with an aggregate value of $225 million as follows: 1,399,166 Common Units to Holdings, 999,368 Common Units to the General Partner, and 2,098,674 Common Units to Midstream.

2. Midstream, as managing member of Holdings, may be deemed to beneficially own indirectly all of the Common Units reported, but it disclaims such beneficial ownership except to the extent of its pecuniary interest therein.

3. Midstream, as sole member of the general partner of the General Partner, may be deemed to beneficially own indirectly all of the Common Units reported, but it disclaims such beneficial ownership except to the extent of its pecuniary interest therein. Holdings disclaims beneficial ownership of the Common Units beneficially owned directly by the General Partner except to the extent of its pecuniary interest therein.

	/s/ Brent L. Backes Group Vice President, General Counsel & Corporate Secretary of DCP Midstream, LLC	04/02/2014
	/s/ Brent L. Backes, Group Vice President, General Counsel & Corporate Secretary of DCP LP Holdings, LLC	04/02/2014
	** Signature of Reporting Person	Date
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