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