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CNX Resources Corp — Director's Dealing 2014
Oct 2, 2014
31089_dirs_2014-10-01_86183762-43c3-4b99-b3de-4600debea1b0.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CONE Midstream Partners LP (CNNX)
CIK: 0001610418
Period of Report: 2014-09-30
Reporting Person: CONSOL Energy Inc (Director, 10% Owner)
Reporting Person: CONE GATHERING LLC (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2014-09-30 | COMMON UNITS (LIMITED PARTNER INTERESTS) | A | 4519060 | $0.00 | Acquired | 4519060 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2014-09-30 | SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) | $ | A | 14581561 | Acquired | COMMON UNITS (14581561) | Direct |
Footnotes
F1: This Form 4 is jointly filed by (1) CONE Gathering LLC, a Delaware limited liability company ("CONE") and owner of all the membership interests of CONE Midstream GP LLC, a Delaware limited liability company and the general partner of the Issuer ("General Partner"), and (2) CONSOL Energy Inc., a Delaware corporation and a 50% owner of CONE ("CONSOL").
F2: In connection with the formation transactions of the Issuer and the Issuer's initial public offering ("IPO"), CONE was issued 9,038,121 common units and 29,163,121 subordinated units in the Issuer. Immediately following the closing of the IPO, CONE distributed to CONSOL, as its 50% member, 4,519,060 common units and 14,581,561 subordinated units representing CONSOL's previous indirect ownership interest in the Issuer. Thus, CONSOL's indirect interest in the 4,519,060 common units and 14,581,561 subordinated units was converted to a direct interest upon such distribution by CONE. As a result of the distribution, CONE no longer has a pecuniary interest in these units.
F3: Following the closing of the IPO and the distribution described above, CONE owns CONE Midstream GP LLC, which in turn owns: (i) the 2% general partner interest in the Issuer, and (ii) incentive distribution rights in the Issuer.
F4: Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Registration Statement.