CNX Resources Corp — Director's Dealing 2014

Sep 25, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONE Midstream Partners LP (CNNX)
CIK: 0001610418
Period of Report: 2014-09-24

Reporting Person: CONE GATHERING LLC (Director, 10% Owner)
Reporting Person: CONSOL Energy Inc (Director, 10% Owner)
Reporting Person: NOBLE ENERGY INC (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON UNITS (LIMITED PARTNER INTERESTS)	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)	$0.00		COMMON UNITS ()		Direct

Footnotes

F1: This Form 3 is filed jointly 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"), (2) CONSOL Energy Inc., a Delaware corporation and a 50% owner of CONE ("CONSOL") and (3) Noble Energy, Inc., a Delaware corporation and a 50% owner of CONE ("Noble"), in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333 198352) (the "Registration Statement"). CONSOL and Noble own 50% membership interests of CONE and are deemed to indirectly beneficially own the securities held by CONE, but disclaim beneficial ownership except to the extent of their respective 50% pecuniary interests therein.

F2: As of the effectiveness of the Registration Statement, CONE owns a 98% limited partner interest in the Issuer and the general partner owns the 2% general partner interest in the Issuer.

F3: As described in Registration Statement, as of the closing of the Issuer's initial public offering (the "IPO"), CONE will hold 11,663,121 common units, representing approximately 40% of the outstanding common units of the Issuer, and 29,163,121 subordinated units, representing 100% of the outstanding subordinated units of the Issuer, for an approximate combined percentage of 70% 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). CONSOL and Noble accordingly each will be deemed to indirectly beneficially own 5,831,560 common units (approximately 20% of the outstanding common units) and 14,581,560 subordinated units (50% of the outstanding subordinated units). CONTINUED IN FOOTNOTE 4.

F4: CONTINUED FROM FOOTNOTE 3. If the underwriters exercise in full their option, CONE will hold 9,038,120 common units and 29,163,121 subordinated units, and CONSOL and Noble accordingly will each be deemed to indirectly beneficially own 4,519,060 and 14,581,560 subordinated units in this event.

F5: Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Registration Statement.