Explanatory Note: This Amendment No. 4 amends and supplements the Statement on Schedule
13D filed on September 30, 2016 with the Securities and Exchange Commission (the Commission), as amended and supplemented by Amendment No. 1 filed on June 30, 2017, Amendment No. 2 filed on February 14,
2019 and Amendment No. 3 filed on November 22, 2019, relating to the common units (Common Units) representing limited partner interests in Noble Midstream Partners LP (the Issuer or
Partnership), a Delaware limited partnership (such Schedule 13D as amended and supplemented, the Original Schedule 13D). The Original Schedule 13D is hereby supplemented by (i) Noble Energy, Inc., a
Delaware corporation (Noble) and (ii) NBL Midstream, LLC, a Delaware limited liability company (NBL Midstream, and together with Noble, the Reporting Persons).This Amendment No. 4 is
being filed to disclose material changes to the facts set forth in the Schedule 13D as a result of the consummation of the Merger (as defined in this Amendment). As a result of the Merger, Chevron (as defined in this Amendment), as the ultimate
beneficial owner of the Reporting Persons interests in the Issuer, will file a Schedule 13D in respect of its ownership interests in the Issuer on behalf of itself and its applicable subsidiaries.
Item 2.
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Identity and Background
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Item 2 of the Original Schedule 13D is hereby amended and supplemented by replacing Exhibit A thereto with Exhibit A hereto.
(d)-(e) During the past five years, none of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Original Schedule 13D is hereby amended by adding the following after the final paragraph:
The information provided or incorporated by reference in Item 4 below is hereby incorporated by reference into this Item 3.
Item 4.
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Purpose of the Transaction.
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Item 4 of the Original Schedule 13D is hereby amended by adding the following after the final paragraph:
On October 5, 2020, Chevron Corporation, a Delaware corporation (Chevron), completed its previously announced
acquisition of Noble, the indirect general partner and majority unitholder of the Issuer, through the merger of Chelsea Merger Sub Inc., a direct, wholly owned subsidiary of Chevron (Merger Subsidiary), with and into Noble (the
Merger), with Noble surviving and continuing as a direct, wholly owned subsidiary of Chevron.
At the effective time of
the Merger, in accordance with the Agreement and Plan of Merger, dated July 20, 2020 (the Merger Agreement), by and among Noble, Chevron and Merger Subsidiary, each outstanding share of common stock of Noble (except as
otherwise specified in the Merger Agreement) was converted into the right to receive 0.1191 of a share of common stock of Chevron, plus cash in lieu of any fractional Chevron shares that otherwise would have been issued.
As a result of the Merger, Chevron (1) indirectly, wholly owns and controls Noble Midstream GP LLC (the General
Partner), the Issuers general partner, and (2) indirectly holds approximately 62.5% of the Issuers limited partner units.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, a copy of which is attached as Exhibit I hereto, and is incorporated by reference herein.
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