Christensen Thomas W. Form 4 Noble Midstream Partners / Thomas W. Christensen ownership change

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^*

Christensen Thomas W.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2020

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

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

X	Form filed by One Reporting Person
	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 Partner Interests	01/31/2020		A		4,179(1)	A	$0	19,388	D
Common Units Representing Limited Partner Interests	02/01/2020		F		138(2)	D	$22.4	19,250	D
Common Units Representing Limited Partner Interests	02/01/2020		F		68(3)	D	$22.4	19,182	D
Common Units Representing Limited Partner Interests	02/01/2020		F		111(4)	D	$22.4	19,071	D

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

Explanation of Responses:

1. Restricted units of Noble Noble Midstream Partners LP subject to vesting 1/3 after year one, 1/3 after year two and the final 1/3 after year three, granted under the Noble Midstream Partners LP 2016 Long-Term Incentive Plan.

2. Reflects units relinquished to Noble Midstream Partners LP by the reporting person out of, and to cover estimated tax withholding for, restricted units granted on February 1, 2017, and vesting on February 1, 2020. The unit price reflected in Table I Column 4 was determined based on the fair market value of the common units on January 31, 2020.

3. Reflects units relinquished to Noble Midstream Partners LP by the reporting person out of, and to cover estimated tax withholding for, restricted units granted on February 1, 2018, and vesting on February 1, 2020. The unit price reflected in Table I Column 4 was determined based on the fair market value of the common units on January 31, 2020.

4. Reflects units relinquished to Noble Midstream Partners LP by the reporting person out of, and to cover estimated tax withholding for, restricted units granted on February 1, 2019, and vesting on February 1, 2020. The unit price reflected in Table I Column 4 was determined based on the fair market value of the common units on January 31, 2020.

	/s/ Aaron Carlson, attorney-in-fact for Thomas W. Christensen	02/04/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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