X0206 3 2014-09-24 0 0001610418 CONE Midstream Partners LP CNNX 0001237157 CNX GAS CO LLC 1000 CONSOL ENERGY DRIVE CANNONSBURG PA 15317 1 0 1 0 COMMON UNITS (LIMITED PARTNER INTERESTS) 0 D SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) 0.00 COMMON UNITS D As of the effectiveness of the Registration Statement on Form S-1 (File No. 333-198352) (the "Registration Statement") of CONE Midstream Partners LP (the "Issuer"), CONE owns a 98% limited partner interest in the Issuer and the general partner owns a 2% general partner interest in the Issuer. As described in Registration Statement, as of the closing of the Issuer's initial public offering (the "IPO"), CONE will hold 11,663,121 common units, representing approximately 40% of the outstanding common units of the Issuer, and 29,163,121 subordinated units, representing 100% of the outstanding subordinated units of the Issuer, for an approximate combined percentage of 70% of the aggregate outstanding common units and subordinated units of the Issuer (assuming the underwriters do not exercise their option to purchase additional common units). CNX accordingly will be deemed to indirectly beneficially own 5,831,560 common units (approximately 20% of the outstanding common units) and 14,581,561 subordinated units (50% of the outstanding subordinated units). CONTINUED IN FOOTNOTE 3. CONTINUED FROM FOOTNOTE 2. If the underwriters exercise in full their option, CONE will hold 9,038,120 common units and 29,163,121 subordinated units, and CNX will be deemed to indirectly beneficially own 4,519,060 and 14,581,561 subordinated units in this event. This Form 3 is filed by CNX Gas Company LLC, a Virginia limited liability company ("CNX") and an indirect, wholly owned subsidiary of CONSOL Energy Inc. ("CONSOL") and a 50% owner of CONE Gathering LLC, a Delaware limited liability company ("CONE"). CNX as an owner of 50% membership interests of CONE is deemed to indirectly beneficially own the securities held by CONE, but disclaims beneficial ownership except to the extent of its 50% pecuniary interests therein. CONE and CONSOL previously filed a Form 3 regarding the securities held directly by CONE and indirectly held by CONSOL. Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Registration Statement. /s/ David M. Khani, Senior VP & CFO of CNX Gas Company LLC 2015-02-06