FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NOBLE ENERGY INC
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)
(Last)          (First)          (Middle)

1001 NOBLE ENERGY WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

11/21/2019
(Street)

HOUSTON, TX 77070
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)  38455018 A (1)(2)(3)56447616 I See Footnotes (1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
NOBLE ENERGY INC
1001 NOBLE ENERGY WAY
HOUSTON, TX 77070
XX

NBL Midstream, LLC
1001 NOBLE ENERGY WAY
HOUSTON, TX 77070

X


Signatures
/s/ Taylor Pullins, Assistant Secretary of Noble Energy, Inc.11/22/2019
**Signature of Reporting PersonDate

/s/ Aaron G. Carlson, Assistant Secretary of NBL Midstream, LLC11/22/2019
**Signature of Reporting PersonDate

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