UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.2)

BP Midstream Partners LP

(Name of Issuer)

COMMON UNITS

(Title of Class of Securities)

0556EL109

(CUSIP Number)

Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 8

CUSIP NO. 0556EL109

13G

PAGE 2 OF 8 PAGES

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  • (A) KAYNE ANDERSON CAPITAL ADVISORS, L.P. - 95-4486379

  • (B) RICHARD A. KAYNE

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  • (a)

  • (b)

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

  • (A) IS A CALIFORNIA LIMITED PARTNERSHIP

  • (B) UNITED STATES

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH REPORTING PERSON

WITH

5

SOLE VOTING POWER

  • (A) 0

  • (B) 0

6

SHARED VOTING POWER

  • (A) 5,341,812

  • (B) 5,341,812

7

SOLE DISPOSITIVE POWER

  • (A) 0

  • (B) 0

8

SHARED DISPOSITIVE POWER

  • (A) 5,341,812

  • (B) 5,341,812

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  • (A) 5,341,812

  • (B) 5,341,812

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  • (A) 10.20%

  • (B) 10.20%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  • (A) IA

  • (B) IN

PAGE 2 OF 8

Schedule 13G *********************

Item 1.

  • (a) Issuer:

  • (b) Address:

    BP Midstream Partners LP

    501 Westlake Park Blvd. Houston, TX 77079

    Item 2.

  • (a) Filing Persons:

    Kayne Anderson Capital Advisors, L.P.

    Richard A. Kayne

  • (b) Addresses:

    1800 Avenue of the Stars, Third Floor

    Los Angeles, CA 90067

    1800 Avenue of the Stars, Third Floor

    Los Angeles, CA 90067

  • (c) Citizenship:

Kayne Anderson Capital Advisors, L.P. is a California limited partnership Richard A. Kayne is a U.S. Citizen

  • (d) Title of Class of Securities: Common Units

  • (e) Cusip Number: 0556EL109

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a:

(e)Kayne Anderson Capital Advisors, L.P., is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

Item 4.

Ownership

(a)

Amount Beneficially Owned:

Kayne Anderson Capital Advisors, L.P. Managed Accounts

5,341,812

Richard A. Kayne

5,341,812

(b)

Percent of Class:

(A) 10.20%

(B) 10.20%

(c)

Number of shares as to which such person has:

(i) sole power to vote or direct to vote

(A) 0

(B) 0

(ii) shared power to vote or direct the vote

(A) 5,341,812

(B) 5,341,812

(iii) sole power to dispose or direct the disposition

(A) 0

(B) 0

(iv) shared power to dispose or direct the disposition of

(A) 5,341,812

(B) 5,341,812

PAGE 3 OF 8

Schedule 13G

BP Midstream Partners LP (Issuer) **************************

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable.

Item 8.

Identification and Classification of Members of the Group Not applicable

Item 9.

Notice of Dissolution of Group Not applicable

Item 10.

Certification

By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

PAGE 4 OF 8

Schedule 13G

BP Midstream Partners LP (Issuer) **************************

SIGNATURE

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

January 9, 2019

Date

/S/ RICHARD A. KAYNE

Richard A. Kayne

KAYNE ANDERSON CAPITAL ADVISORS, L.P.

By: Kayne Anderson Investment Management, Inc. By: /S/ DAVID J. SHLADOVSKY David J. Shladovsky, Secretary

PAGE 5 OF 8

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BP Midstream Partners LP published this content on 09 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 09 January 2019 22:18:06 UTC