FORM 3
        	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Dunn Robert E	2. Date of Event Requiring Statement (MM/DD/YYYY)
12/6/2012 
	3. Issuer Name and Ticker or Trading Symbol

Rose Rock Midstream, L.P. [RRMS]	
(Last)        (First)        (Middle)

6120 S. YALE, STE. 700	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)	
(Street)

TULSA, OK 74136-4126       

(City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)

	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Beneficially Owned	
1.Title of Security
(Instr. 4)	2. Amount of Securities Beneficially Owned
(Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)	4. Nature of Indirect Beneficial Ownership
(Instr. 5)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 4)	2. Date Exercisable and Expiration Date
(MM/DD/YYYY)	3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)	6. Nature of Indirect Beneficial Ownership
(Instr. 5)	
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares				

Explanation of Responses:	

Remarks:
The Reporting Person is a director of the Issuer's general partner. Exhibit 24 - Power of Attorney	
No securities are beneficially owned.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Dunn Robert E
6120 S. YALE, STE. 700
TULSA, OK 74136-4126	X				

Signatures		
Candice L. Cheeseman, Power of Attorney for Robert E. Dunn		12/10/2012	
** Signature of Reporting Person		Date

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 5(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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	

POWER OF ATTORNEY
        The undersigned hereby makes, constitutes and appoints each of Candice L.
Cheeseman and Robert N. Fitzgerald, signing singly, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on behalf of and
in the name, place and stead of the undersigned to:
        (1)     prepare, execute, acknowledge in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, including any amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended
from time to time (the "Exchange Act"), or any rule or regulation of the SEC;
        (2)     prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 or such other
forms, including any amendments thereto, as may be required by Section 16 of the
Exchange Act with respect to the securities of Rose Rock Midstream, L.P., a Delaware
limited partnership (the "Company"), with the SEC and the Company;
        (3)     seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, and the undersigned
hereby authorizes any such person to release any such information to the undersigned and
approves and ratifies any such release of information; and
        (4)     perform any and all other acts which in the discretion of such attorney-in-fact
are determined to be necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned acknowledges that:
        (1)     this Power of Attorney authorizes, but does not require, each such attorney-in-
fact to act in his or her discretion on information provided to such attorney-in-fact
without independent verification of such information;
        (2)     any documents prepared and/or executed by each such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in such form and
will contain such information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;
        (3)     neither the Company nor such attorneys-in-fact assume(s) (i) any liability for the
undersigned's responsibility to comply with the requirements of the Exchange Act, (ii)
any liability of the undersigned for any failure to comply with such requirements, or (iii)
any obligation or liability of the undersigned for profit disgorgement under Section 16(b)
of the Exchange Act; and
        (4)     this Power of Attorney does not relieve the undersigned from responsibility for
compliance with the undersigned's obligations under the Exchange Act, including
without limitation the reporting requirements under Section 16 of the Exchange Act.
        The undersigned hereby gives and grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever requisite,
necessary or appropriate to be done in and about the foregoing matters as fully to all
intents and purposes as the undersigned might or could do if present, hereby ratifying all
that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Power of Attorney.
        This Power of Attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing delivered to such attorneys-in-fact.
        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 7th day of December, 2012.

/s/ Robert E. Dunn__________________
Robert E. Dunn

STATE OF OKLAHOMA               )
                ) ss.
COUNTY OF TULSA         )
        On this 7th day of December, in the year 2012, before me, the undersigned, a
Notary Public in and for said state, personally appeared Robert E. Dunn, personally
known to me or proved to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the instrument, the
person or the entity upon behalf of which the person acted, executed the instrument.

(SEAL)

                                /s/ Elayna M. Conner
                                Notary Public
                                My Commission Expires:  2/22/2014