X0306 4/A 2014-09-30 2014-10-01 0 0001610418 CONE Midstream Partners LP CNNX 0001237157 CNX GAS CO LLC 1000 CONSOL ENERGY DRIVE CANNONSBURG PA 15317 1 0 1 0 0001070412 CONSOL Energy Inc 1000 CONSOL ENERGY DRIVE CANONSBURG PA 15317 1 0 1 0 0001619650 CONE GATHERING LLC 1000 CONSOL ENERGY DRIVE CANONSBURG PA 15317 1 0 1 0 COMMON UNITS (LIMITED PARTNER INTERESTS) 2014-09-30 4 A 0 4519060 0.00 A 4519060 D SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) 2014-09-30 4 A 0 14581561 0.00 A COMMON UNITS 14581561 14581561 D This amended Form 4 is jointly filed by (1) CONE Gathering LLC, a Delaware limited liability company ("CONE"), (2) CNX Gas Company LLC, a Virginia limited liability company ("CNX") and a 50% owner of CONE and (3) CONSOL Energy Inc., a Delaware corporation ("CONSOL") and the indirect parent of CNX, to correctly report that after the transactions discussed in footnote 2 the direct ownership of the Issuer's units is held by CNX while CONSOL holds an indirect interest in the reported units. In connection with the formation transactions of the Issuer and the Issuer's initial public offering ("IPO"), CONE was issued 9,038,121 common units and 29,163,121 subordinated units in the Issuer. Immediately following the closing of the IPO, CONE distributed to CNX, as its 50% member, 4,519,060 common units and 14,581,561 subordinated units representing CNX's previous indirect ownership interest in the Issuer. Thus, CNX's indirect interest in the 4,519,060 common units and 14,581,561 subordinated units was converted to a direct interest upon such distribution by CONE. CONSOL is deemed to indirectly hold the units directly held by CNX. As a result of the distribution, CONE no longer has a pecuniary interest in these units. Following the closing of the IPO and the distribution described above, CONE owns CONE Midstream GP LLC, which in turn owns: (i) the 2% general partner interest in the Issuer and (ii) incentive distribution rights in the Issuer. 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, SVP and CFO of CNX GAS COMPANY LLC 2015-02-06 /s/ David M. Khani, EVP and CFO of CONSOL Energy Inc. 2015-02-06 /s/ Joseph M. Fink, President of CONE Gathering LLC 2015-02-06