SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| 370 17TH STREET |
| SUITE 2775 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
09/01/2012
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3. Issuer Name and Ticker or Trading Symbol
DCP Midstream Partners, LP
[ DPM ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| President |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Units |
21,800 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
|
|
/s/ Michael S. Richards, Attorney-In-Fact |
09/05/2012 |
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** 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
5
(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 Number. |
EXHIBIT 24
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Michael S. Richards and Rose M. Robeson, signing singly,
the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of DCP Midstream Partners, LP
(the "Company"), (a) Forms 3, 4 and 5 (including amendments thereto)
in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder, (b) Form 144 and (c) Schedules 13D and 13G
(including amendments thereto) in accordance with Sections 13(d) and 13(g)
of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such Form 3,
4 or 5, Form 144 or Schedule 13D or 13G (including amendments thereto)
and timely file such Forms or Schedules with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or any other
authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of each such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the undersigned,
it being understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that the attorney-in-fact,
or the attorney-in-facts substitute or substitutes,
shall lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
and their substitutes, in serving in such capacity at the request
of the undersigned, are not assuming (nor is the Company assuming)
any of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.
The undersigned agrees that each such attorney-in-fact may
rely entirely on information furnished orally or in writing by
the undersigned to the attorney-in-fact. The undersigned
also agrees to indemnify and hold harmless the Company and each
such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of
necessary facts in the information provided by the undersigned
to such attorney-in-fact for purposes of executing, acknowledging,
delivering or filing Form 3, 4 or 5, Form 144 or Schedule 13D or 13G
(including amendments thereto) and agrees to reimburse the Company
and the attorney-in-fact on demand for any legal or other expenses
reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and
5, Form 144 and Schedules 13D and 13G (including amendments thereto)
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact. This Power of Attorney does not revoke any other
power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the date written below.
/s/ William S. Waldheim
William S. Waldheim
Date: 9/4/12
5743307_1
