Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
DCP MIDSTREAM PARTNERS, LP
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)
Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

370 17TH STREET
SUITE 2500
DENVER, CO 80202
 Phone Number: subscription required

Item 3. Related Persons

Name
WOUTER T. VAN KEMPEN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
WILLIAM S. WALDHEIM
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
PRESIDENT AND DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
SEAN P. O'BRIEN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GROUP VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
MICHAEL S. RICHARDS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
PAUL F. FERGUSON, JR.
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
ANDY VIENS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
FRANK A. MCPHERSON
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
STEPHEN R. SPRINGER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
R. MARK FIEDOREK
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
BRIAN R. WENZEL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
THOMAS C. MORRIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
ALAN N. HARRIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER

Item 4. Industry Group

OIL AND GAS

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
03/31/2014

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response
THE OFFERING IS BEING MADE IN CONNECTION WITH THE ACQUISITION BY THE ISSUER CONTEMPLATED BY THAT CERTAIN CONTRIBUTION AGREEMENT DATED FEBRUARY 25, 2014 AS AMENDED.

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
225000000
Total Amount Sold
225000000
Total Remaining to be Sold
0
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
3

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
DCP MIDSTREAM PARTNERS, LP
Issuer Signature
MICHAEL S. RICHARDS
Signer Name
MICHAEL S. RICHARDS
Signer Title
VP, GENERAL COUNSEL SEC. OF THE GP OF THE GP OF THE ISSUER
Signature Date
04/08/2014

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