SEC Form 4 · accession 0000899243-16-029741
Noble Midstream Partners LP · NBLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 20, 2016
Accepted (ET)
Sep 22, 2016 · 4:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001647513
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 | Sep 20, 2016 | A | 1,527,584 | — | A | 1,527,584 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated Units representing limited partner interestsF1,F2,F3 | — | Sep 20, 2016 | A | 15,902,584 | A | — | — | Common Units representing limited partner interests | 15,902,584 | 15,902,584 | I |
Explanation of responses
- F1This Form 4 is filed jointly by (1) Noble Energy, Inc. ("Noble"), a Delaware corporation and 100% owner of NBL Midstream, LLC ("NBL Midstream"), and (2) NBL Midstream, a wholly-owned subsidiary of Noble and owner of all the membership interests of Noble Midstream GP LLC (the "General Partner"), in connection with the closing of the Issuer's initial public offering (the "IPO"). Noble, as the 100% owner of NBL Midstream, is deemed to indirectly beneficially own the securities held by NBL Midstream.
- F2Pursuant to the Contribution, Conveyance and Assumption Agreement dated as of September 20, 2016 by and among the Issuer, the General Partner, Noble, NBL Midstream and NBL Midstream Holdings, LLC, NBL Midstream holds (i) 1,527,584 common units, representing a 4.8% limited partner interest in the Issuer, and (ii) 15,902,584 subordinated units, representing a 50.0% limited partner interest in the Issuer, for a combined 54.8% limited partner interest in the Issuer. The foregoing gives effect to the exercise in full by the underwriters of their option to purchase additional units.
- F3Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-207560).