| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/11/2021 | 3. Issuer Name and Ticker or Trading Symbol Noble Midstream Partners LP [ NBLX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Units Representing Limited Partner Interests | 33,779,412 | D(1)(2) | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Pursuant to that certain Agreement and Plan of Merger, dated as of March 4, 2021 by and among Chevron Corporation ("Chevron"), Noble Midstream Partners LP (the "Issuer"), Cadmium Holdings Inc., a wholly-owned subsidiary of Chevron ("Holdings"), Cadmium Merger Sub LLC, a wholly-owned subsidiary of Holdings, and Noble Midstream GP LLC, the general partner of the issuer (the "General Partner") and the other parties thereto, Chevron acquired all of the outstanding common units representing limited partnership interests in the Issuer not already held by Chevron or one of its subsidiaries via a merger (the "Merger") that resulted in the Issuer surviving the Merger as an indirect, wholly-owned subsidiary of Chevron. |
| 2. Chevron is the 100% owner of each of Noble Energy, Inc. ("Noble") and Holdings. Noble is the 100% owner of NBL Midstream, LLC ("NBL Midstream"), which is the owner of all the membership interests of the General Partner. Chevron, as the 100% owner of Holdings and Noble, is deemed to indirectly beneficially own the securities held by Holdings and NBL Midstream. Chevron, Noble and NBL Midstream have separately filed a Form 4 with respect to the securities reported herein. |
| Remarks: |
| /s/ Kari H. Endries, Secretary, on behalf of Cadmium Holdings Inc. | 05/12/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
