SEC Form 4 · accession 0000899243-16-033883
CNX Midstream Partners LP · CNXM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 16, 2016
Accepted (ET)
Nov 18, 2016 · 4:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001610418
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common units representing limited partner interestsF1,F2,F3 | Nov 16, 2016 | A | 2,591,577 | — | A | 7,110,638 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 16, 2016, pursuant to that certain Contribution Agreement by and among CONE Gathering LLC ("CONE Gathering"), CONE Midstream GP LLC (the "General Partner"), CONE Midstream Partners LP (the "Issuer"), CONE Midstream Operating Company LLC and the other parties named therein, CONE Gathering contributed to the Issuer a 25% limited partner interest in CONE Midstream DevCo I LP in exchange for consideration comprised of $140 million in cash, the issuance to CONE Gathering of 5,183,154 common units representing limited partner interests in the Issuer and the issuance to the General Partner of an additional general partner interest in the Issuer in an amount necessary for the General Partner to maintain its two percent general partner interest in the Issuer (the "Acquisition").
- F2(Continued from Footnote 1) Immediately thereafter, CONE Gathering distributed to NBL Midstream, LLC ("NBL Midstream"), as its 50% member, 2,591,577 common units representing limited partner interests in the Issuer and $70 million in cash. As a result of the distribution, CONE Gathering no longer has a pecuniary interest in these units.
- F3This Form 4 is being filed jointly by NBL Midstream and Noble Energy, Inc. ("Noble") in connection with the Acquisition. NBL Midstream is a wholly owned subsidiary of Noble. Accordingly, Noble may be deemed to indirectly beneficially own securities of the Issuer owned directly by NBL Midstream.