0001209191-14-060675.txt : 20141001
0001209191-14-060675.hdr.sgml : 20141001
20141001180604
ACCESSION NUMBER: 0001209191-14-060675
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140930
FILED AS OF DATE: 20141001
DATE AS OF CHANGE: 20141001
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CONE Midstream Partners LP
CENTRAL INDEX KEY: 0001610418
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 471054194
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1000 CONSOL ENERGY DRIVE
CITY: CANONSBURG
STATE: PA
ZIP: 15317
BUSINESS PHONE: 724-485-4000
MAIL ADDRESS:
STREET 1: 1000 CONSOL ENERGY DRIVE
CITY: CANONSBURG
STATE: PA
ZIP: 15317
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CONE GATHERING LLC
CENTRAL INDEX KEY: 0001619650
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36635
FILM NUMBER: 141134213
BUSINESS ADDRESS:
STREET 1: C/O CONE MIDSTREAM PARTNERS LP
STREET 2: 1000 CONSOL ENERGY DRIVE
CITY: CANONSBURG
STATE: PA
ZIP: 15317
BUSINESS PHONE: (724) 485-4000
MAIL ADDRESS:
STREET 1: C/O CONE MIDSTREAM PARTNERS LP
STREET 2: 1000 CONSOL ENERGY DRIVE
CITY: CANONSBURG
STATE: PA
ZIP: 15317
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NOBLE ENERGY INC
CENTRAL INDEX KEY: 0000072207
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36635
FILM NUMBER: 141134214
BUSINESS ADDRESS:
STREET 1: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
BUSINESS PHONE: 2818723100
MAIL ADDRESS:
STREET 1: 1001 NOBLE ENERGY WAY
CITY: HOUSTON
STATE: TX
ZIP: 77070
FORMER NAME:
FORMER CONFORMED NAME: NOBLE AFFILIATES INC
DATE OF NAME CHANGE: 20020426
FORMER NAME:
FORMER CONFORMED NAME: NOBLE AFFILIATES INC
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-09-30
0
0001610418
CONE Midstream Partners LP
CNNX
0000072207
NOBLE ENERGY INC
1001 NOBLE ENERGY WAY
HOUSTON
TX
77070
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
4519061
0.00
A
4519061
D
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2014-09-30
4
A
0
14581560
0.00
A
COMMON UNITS
14581560
14581560
D
This Form 4 is jointly filed by (1) CONE Gathering LLC, a Delaware limited liability company ("CONE") and owner of all the membership interests of CONE Midstream GP LLC, a Delaware limited liability company and the general partner of the Issuer ("General Partner") and (2) Noble Energy, Inc., a Delaware corporation and a 50% owner of CONE ("Noble").
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 Noble, as its 50% member, 4,519,061 common units and 14,581,560 subordinated units representing Noble's previous indirect ownership interest in the Issuer. Thus, Nobel's indirect interest in 4,519,061 common units and 14,581,560 subordinated units was converted to a direct interest upon such distribution by CONE. 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/ Kenneth M. Fisher, EVP and CFO of Noble Energy, Inc.
2014-10-01
/s/ Joseph M. Fink, President of CONE Gathering LLC
2014-10-01