EXPAND ENERGY Corp — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHESAPEAKE MIDSTREAM PARTNERS LP (CHKM)
CIK: 0001483096
Period of Report: 2012-06-29

Reporting Person: CHESAPEAKE MIDSTREAM HOLDINGS LLC (Director, 10% Owner)
Reporting Person: CHESAPEAKE ENERGY CORP (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-29	Common Units	S	33704666	$24.91	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-29	Subordinated Units	$	S	6438115	Disposed		Common Units (6438115)	Indirect

Footnotes

F1: This form is filed jointly by Chesapeake Energy Corporation, an Oklahoma corporation ("Chesapeake"), and Chesapeake Midstream Holdings, L.L.C., a Delaware limited liability company and wholly owned subsidiary of Chesapeake ("CMH"). Chesapeake owns Common Units and Subordinated Units of Chesapeake Midstream Partners, L.P., a Delaware limited partnership (the "Issuer"), indirectly through CMH.

F2: Pursuant to a Purchase Agreement dated June 7, 2012 (the "Purchase Agreement") among CMH and GIP II Eagle 4 Holding, L.P., a Delaware limited partnership ("Eagle 4") CMH agreed to sell to Eagle 4, for cash consideration of $1.0 billion, (i) 6,438,115 Subordinated Units and (ii) 33,704,666 Common Units (collectively, the "Purchase Agreement Subject Interests"). On June 25, 2012, pursuant to an Assignment and Contribution Agreement, Eagle 4 assigned to GIP II Eagle Holdings Partnership, L.P., a Delaware limited partnership ("Eagle Holdings") all of its rights and obligations under the Purchase Agreement. On June 29, 2012, CMH sold the Purchase Agreement Subject Interests to Eagle Holdings for cash consideration of $1.0 billion.

F3: The Subordinated Units listed in Table II will automatically convert into Common Units on a one-for-one basis at the end of the Subordination Period. The Subordination Period will end as described in "Item V. Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities-Selected Information from our Partnership Agreement-Minimum Quarterly Distribution" of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2011.