Edgar Filing: Noble Midstream Partners LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â NOBLE ENERGY INC

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2016

3. Issuer Name and Ticker or Trading Symbol
Noble Midstream Partners LP [NBLX]

(Last)

(First)

(Middle)

1001 NOBLE ENERGY WAY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

HOUSTON,Â TXÂ 77070

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partner interests	0 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D ⁽¹⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subordinated Units representing limited partner interests	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Units	⁽²⁾ ⁽³⁾ ⁽⁴⁾	$ 0 ⁽⁴⁾	D ⁽¹⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NOBLE ENERGY INC 1001 NOBLE ENERGY WAY HOUSTON,Â TXÂ 77070	Â	Â X	Â	Â
NBL Midstream, LLC 1001 NOBLE ENERGY WAY HOUSTON,Â TXÂ 77070	Â	Â X	Â	Â

Signatures

/s/ Charles J. Rimer, President of NBL Midstream, LLC		09/14/2016
^**Signature of Reporting Person		Date
/s/ Gary W. Willingham, Executive Vice President of Noble Energy, Inc.		09/14/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 3 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 Partners GP LLC (the "General Partner") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-207560) (the "Registration Statement"). Noble, as the 100% owner of NBL Midstream is deemed to indirectly beneficially own the securities held by NBL Midstream.
(2)	As of the effectiveness of the Registration Statement, NBL Midstream owns all of the limited partner interests in the Issuer and the General Partner owns all of the general partner interests in the Issuer.
(3)	As described in the Registration Statement, as of the closing of the Issuer's initial public offering (the "IPO"), NBL Midstream will hold 3,402,584 common units representing 21.4% of the outstanding common units of the Issuer, and 15,902,584 subordinated units representing 100% of the outstanding subordinated units of the Issuer, for an approximate combined percentage of 60.7% of the aggregate outstanding common units and subordinated units of the Issuer (assuming the underwriters do not exercise their option to purchase additional common units). Noble accordingly will be deemed to indirectly beneficially own the same. If the underwriters exercise in full their option, NBL Midstream will hold 1,527,584 common units and 15,902,584 subordinated units and thus Noble accordingly will be deemed to indirectly beneficially own the same in this event.
(4)	Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Registration Statement.

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