SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NOBLE ENERGY INC

(Last) (First) (Middle)
1001 NOBLE ENERGY WAY

(Street)
HOUSTON TX 77070

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Noble Midstream Partners LP [ NBLX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Units representing limited partner interests 09/20/2016 A 1,527,584(1)(2) A (1)(2) 1,527,584 I See Footnotes(1)(2)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Subordinated Units representing limited partner interests (3) 09/20/2016 A 15,902,584(1)(2) (3) (3) Common Units representing limited partner interests 15,902,584 (3) 15,902,584 I See Footnotes(1)(2)
1. Name and Address of Reporting Person*
NOBLE ENERGY INC

(Last) (First) (Middle)
1001 NOBLE ENERGY WAY

(Street)
HOUSTON TX 77070

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NBL Midstream, LLC

(Last) (First) (Middle)
1001 NOBLE ENERGY WAY

(Street)
HOUSTON TX 77070

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This 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.
2. Pursuant 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.
3. Each 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).
Remarks:
/s/ Charles J. Rimer, President of NBL Midstream, LLC 09/22/2016
/s/ Gary W. Willingham, President of Noble Energy, Inc. 09/22/2016
** 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 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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