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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Subordinated Units representing limited partner interests | (3) | 09/20/2016 | A | 15,902,584 (1) (2) | (3) | (3) | Common Units representing limited partner interests | 15,902,584 | (3) | 15,902,584 | I | See Footnotes (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NOBLE ENERGY INC 1001 NOBLE ENERGY WAY HOUSTON, TX 77070 |
X | X | ||
NBL Midstream, LLC 1001 NOBLE ENERGY WAY HOUSTON, TX 77070 |
X |
/s/ Charles J. Rimer, President of NBL Midstream, LLC | 09/22/2016 | |
**Signature of Reporting Person | Date | |
/s/ Gary W. Willingham, President of Noble Energy, Inc. | 09/22/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | This Form 4 is filed jointly by (1) Noble Energy, Inc. ("Noble"), a Delaware corporation and 100% owner of NBL Midstream, LLC ("NBL Midstream"), and (2) NBL Midstream, a wholly-owned subsidiary of Noble and owner of all the membership interests of Noble Midstream GP LLC (the "General Partner"), in connection with the closing of the Issuer's initial public offering (the "IPO"). Noble, as the 100% owner of NBL Midstream, is deemed to indirectly beneficially own the securities held by NBL Midstream. |
(2) | Pursuant to the Contribution, Conveyance and Assumption Agreement dated as of September 20, 2016 by and among the Issuer, the General Partner, Noble, NBL Midstream and NBL Midstream Holdings, LLC, NBL Midstream holds (i) 1,527,584 common units, representing a 4.8% limited partner interest in the Issuer, and (ii) 15,902,584 subordinated units, representing a 50.0% limited partner interest in the Issuer, for a combined 54.8% limited partner interest in the Issuer. The foregoing gives effect to the exercise in full by the underwriters of their option to purchase additional units. |
(3) | Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-207560). |