X0206 3 2016-09-14 0 0001647513 Noble Midstream Partners LP NBLX 0000072207 NOBLE ENERGY INC 1001 NOBLE ENERGY WAY HOUSTON TX 77070 0 0 1 0 0001655908 NBL Midstream, LLC 1001 NOBLE ENERGY WAY HOUSTON TX 77070 0 0 1 0 Common Units representing limited partner interests 0 D Subordinated Units representing limited partner interests 0.00 Common Units D This Form 3 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 Partners GP LLC (the "General Partner") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-207560) (the "Registration Statement"). Noble, as the 100% owner of NBL Midstream is deemed to indirectly beneficially own the securities held by NBL Midstream. As of the effectiveness of the Registration Statement, NBL Midstream owns all of the limited partner interests in the Issuer and the General Partner owns all of the general partner interests in the Issuer. As described in the Registration Statement, as of the closing of the Issuer's initial public offering (the "IPO"), NBL Midstream will hold 3,402,584 common units representing 21.4% of the outstanding common units of the Issuer, and 15,902,584 subordinated units representing 100% of the outstanding subordinated units of the Issuer, for an approximate combined percentage of 60.7% 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). Noble accordingly will be deemed to indirectly beneficially own the same. If the underwriters exercise in full their option, NBL Midstream will hold 1,527,584 common units and 15,902,584 subordinated units and thus Noble accordingly will be deemed to indirectly beneficially own the same in this event. Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Registration Statement. /s/ Charles J. Rimer, President of NBL Midstream, LLC 2016-09-14 /s/ Gary W. Willingham, Executive Vice President of Noble Energy, Inc. 2016-09-14