SHLX Shell Midstream Partners LP

CUSIP No. 822634 101

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CUSIP No. 822634 101

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Explanatory Note

This Amendment No. 5 to Schedule 13D amends the statement on Schedule 13D filed on November 14, 2014, as amended by Amendment No. 1 to Schedule 13D filed on February 21, 2017, as amended by Amendment No. 2 to Schedule 13D filed on February 16, 2018, as amended by Amendment No. 3 to Schedule 13D filed on June 17, 2019, and as amended by Amendment No. 4 to Schedule 13D filed on April 2, 2020 by Shell Pipeline Company LP and Shell Midstream LP Holdings LLC (as amended, the “Initial Statement”). Capitalized terms used herein without definition shall have the meaning set forth in the Initial Statement. The Initial Statement shall not be modified except as specifically provided herein.

No changes to this item.

No changes to this item.

Item 3 is hereby amended and supplemented by adding the following paragraph:

In connection with the transaction proposed by the Proposal described in Item 4 of this Amendment No. 5 (which Item 4 is incorporated herein by reference), the Reporting Persons anticipate that the funding for such transaction will consist of cash on hand and borrowings under existing credit facilities, as described in Item 4.

Item 4 is hereby amended to add the following paragraphs:

The Reporting Persons acquired the Common Units reported herein solely for investment purposes. The Reporting Persons may make additional purchases of Common Units either in the open market or in private transactions depending on the Reporting Person’s business, prospects and financial condition, the market for the Common Units, general economic conditions, stock market conditions and other future developments.

The following describes plans or proposals that the Reporting Persons may have with respect to the matters set forth in Item 4(a)-(j) of Schedule 13D:

On February 11, 2022, SPLC submitted a proposal (the “Proposal”) to the Board of Directors of the General Partner to acquire, in a merger transaction, all of the Issuer’s outstanding Common Units not already owned by Shell Midstream LP Holdings LLC and its affiliates, in exchange for $12.89 per Common Unit payable in cash. The Proposal is subject to the negotiation and execution of definitive agreements and the requisite approvals. If the transaction contemplated by the Proposal is consummated, the Common Units are expected to be delisted from The New York Stock Exchange and deregistered under the Act.

While the Proposal remains under consideration and subject to negotiation, SPLC and its representatives may respond to inquiries from the Issuer and its representatives and engage in discussions and negotiations.

No assurances can be given that the transaction contemplated by SPLC or any other potential transaction involving the Issuer will be consummated, or if a transaction is undertaken, as to its terms or timing. SPLC reserves the right to modify or withdraw the Proposal at any time. SPLC reserves the right to formulate other plans or make other proposals, which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.

Subparagraphs (a)(1), (a)(2) and (a)(3) are hereby amended and restated as follows:

(a) (1) SPLC does not directly own any Common Units; however, as the sole member of LP Holdco, it may be deemed to beneficially own 269,457,304 Common Units held of record by LP Holdco, which represents approximately 68.5% of the outstanding Common Units of the Partnership.

(2) LP Holdco is the record and beneficial owner of 269,457,304 Common Units, which represents approximately 68.5% of the outstanding Common Units.

(3) In addition, as of the date of this report, certain of the directors and officers of the Reporting Persons listed in Exhibit N (the “Covered Individuals”) beneficially own the number and percentage of Common Units set forth in the following table:

The percentages set forth in Item 5(a) are based on the number of Common Units (393,289,537) issued and outstanding as of October 29, 2021, as reported to the Reporting Persons by the Partnership.

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No changes to this Item.

Item 7 is hereby amended and supplemented by adding the Exhibits as follows:

Exhibit N     Directors, Managers and Executive Officers of SPLC and LP Holdco (filed herewith).

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: February 11, 2022

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