UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2019
NOBLE MIDSTREAM PARTNERS LP
(Exact name of Registrant as specified in its charter)
| Delaware | 001-37640 | 47-3011449 | |||||
(State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.) | |||||
| 1001 Noble Energy Way | 77070 | ||||||
| Houston, | Texas | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||
| Registrant’s telephone number, including area code: | (281) | 872-3100 | |||||
| (Former name, former address and former fiscal year, if changed since last report) | |||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Securities registered pursuant to section 12(b) of the Act: | ||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Units, Representing Limited Partner Interests | NBLX | New York Stock Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Explanatory Note
The sole purpose of this amendment to the Current Report on Form 8-K/A (the “Form 8-K/A”), filed by Noble Midstream Partners LP with the Securities and Exchange Commission on August 13, 2019, is to add Inline eXtensible Business Reporting Language tagging to the cover page of this Form 8-K/A. No other changes have been made to the original filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 13, 2019, the sole member of Noble Midstream GP LLC, the general partner (the “General Partner”) of Noble Midstream Partners LP (the “Partnership”), appointed Rachel G. Clingman as a member of the board of directors (the “Board”) of the General Partner. Ms. Clingman is currently Senior Vice President, General Counsel and Secretary of Noble Energy, Inc. (“Noble Energy”).
Ms. Clingman is a Noble Energy designee to the Board. Officers or employees of Noble Energy who also serve as directors of the General Partner do not receive additional compensation for their service as a director of the General Partner. Accordingly, Ms. Clingman will not receive additional compensation for her services as a director of the General Partner. Ms. Clingman will have rights to indemnification pursuant to the First Amended and Restated Agreement of Limited Partnership of Noble Midstream Partners LP.
Ms. Clingman was not appointed pursuant to any arrangement or understanding with any other person, and there are no transactions with Ms. Clingman that would be reportable under Item 404(a) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NOBLE MIDSTREAM PARTNERS LP | ||||||
By: Noble Midstream GP, LLC, Its General Partner | ||||||
| Date: | October 25, 2019 | By: | /s/ Aaron G. Carlson | |||
| Aaron G. Carlson | ||||||
| General Counsel and Secretary | ||||||