X0306 4 2016-11-16 0 0001610418 CONE Midstream Partners LP CNNX 0001655908 NBL Midstream, LLC 1001 NOBLE ENERGY WAY HOUSTON TX 77070 1 0 1 0 0000072207 NOBLE ENERGY INC 1001 NOBLE ENERGY WAY HOUSTON TX 77070 1 0 1 0 Common units representing limited partner interests 2016-11-16 4 A 0 2591577 A 7110638 I See Footnotes On 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"). (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. This 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. /s/ Kirk A. Moore, Secretary of NBL Midstream, LLC 2016-11-18 /s/ Kirk A. Moore, Assistant Secretary of Noble Energy, Inc. 2016-11-18