Sec Form 3 Filing - Bachtold Paul Axtell @ Salient Midstream & MLP Fund - 2012-05-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bachtold Paul Axtell 2. Issuer Name and Ticker or Trading Symbol Salient Midstream & MLP Fund [ SMM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Compliance Officer (Last) (First) (Middle) 4265 SAN FELIPE, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2012 (Street) HOUSTON, TX77027 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bachtold Paul Axtell 4265 SAN FELIPE 8TH FLOOR HOUSTON, TX77027 Chief Compliance Officer BLAISDELL JOHN A 4265 SAN FELIPE STREET 8TH FLOOR HOUSTON, TX77027 X Principal Executive Officer Gardner Frank Theodore III 4265 SAN FELIPE 8TH FLOOR HOUSTON, TX77027< /td> Portfolio Manager LINBECK ANDREW B 4265 SAN FELIPE 8TH FLOOR HOUSTON, TX77027 X Partridge Lee George 4265 SAN FELIPE 8TH FLOOR HOUSTON, TX77027 Portfolio Manager PRICE JOHN E 4265 SAN FELIPE 8TH FLOOR HOUSTON, TX77027 Treasurer - CFO RADCLIFFE JEREMY L 4265 SAN FELIPE 8TH FLOOR HOUSTON, TX77027 Secretary Reid Gregory Allen 4265 SAN FELIPE 8TH FLOOR HOUSTON, TX77027 X President SHERMAN A HAAG 4265 SAN FELIPE 8TH FLOOR HOUSTON, TX77027 X CARROLL JONATHAN P 4265 SAN FELIPE 8TH FLOOR HOUSTON, TX77027 X Signatures Paul Bachtold 05/24/2012 Signature of Reporting Person Date John A Blaisdell 05/24/2012 Signature of Reporting Person Date Ted Gardner 05/24/2012 Signature of Reporting Person Date Andrew B Linbeck 05/24/2012 Signature of Reporting Person Date Lee Partridge 05/24/2012 Signature of Reporting Person Date John Price 05/24/2012 Signature of Reporting Person Date Jeremy Radcliffe 05/24/2012 Signature of Reporting Person Date Gregory A Reid 05/24/2012 Signature of Reporting Person Date A Haag Sherman 05/24/2012 Signature of Reporting Person Date Jonathan Carroll 05/24/2012 Signature of Reporting Person Date

Explanation of Responses:
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 4(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).

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