Noble Midstream Partners (NBLX) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NOBLE ENERGY INC

(Last) (First) (Middle)

1001 NOBLE ENERGY WAY

(Street)

HOUSTON TX 77070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Noble Midstream Partners LP [ NBLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units representing limited partnership interests	11/21/2019		J(1)		38,455,018	A	(1)(2)(3)	56,447,616	I	See Footnotes(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

NOBLE ENERGY INC

(Last) (First) (Middle)

1001 NOBLE ENERGY WAY

(Street)

HOUSTON TX 77070

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NBL Midstream, LLC

(Last) (First) (Middle)

1001 NOBLE ENERGY WAY

(Street)

HOUSTON TX 77070

(City) (State) (Zip)

Explanation of Responses:

1. On November 21, 2019, pursuant to that certain Contribution, Conveyance, Assumption and Simplification Agreement by and among Noble Midstream Partners LP (the "Partnership"), Noble Midstream GP LLC, the general partner of the Partnership (the "General Partner"), Noble Energy, Inc. ("Noble"), Noble Midstream Services, LLC, NBL Midstream, LLC ("NBL Midstream"), a subsidiary of Noble and NBL Midstream Holdings LLC. ("NBL Holdings"), the Partnership issued 38,455,018 common units representing limited partner interests in the Partnership ("Common Units") to NBL Midstream as a portion of the consideration in exchange for a 60% limited partner interest in Blanco River DevCo LP, a 75% limited partner interest in Green River DevCo LP,

2. (continued from footnote 1) a 75% limited partner interest in San Juan River DevCo LP and all of the issued and outstanding limited liability company interests of NBL Holdings as well as the recapitalization and conversion of the Incentive Distribution Rights held by NBL Midstream into Common Units (the "Transaction").

3. This Form 4 is filed jointly by (1) Noble, a 100% owner of NBL Midstream, and (2) NBL Midstream, a wholly owned indirect subsidiary of Noble and owner of all the membership interests of the General Partner, in connection with the closing of the Transaction. Noble, as the 100% owner of NBL Midstream, is deemed to indirectly beneficially own the securities held by NBL Midstream.

Remarks:

	/s/ Taylor Pullins, Assistant Secretary of Noble Energy, Inc.	11/22/2019
	/s/ Aaron G. Carlson, Assistant Secretary of NBL Midstream, LLC	11/22/2019
	** Signature of Reporting Person	Date
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