CNX Resources Corp — Director's Dealing 2015

Feb 6, 2015

SEC Form 4/A — Form 4/A

Issuer: CONE Midstream Partners LP (CNNX)
CIK: 0001610418
Period of Report: 2014-09-30

Reporting Person: CNX GAS CO LLC (Director, 10% Owner)
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 amended Form 4 is jointly filed by (1) CONE Gathering LLC, a Delaware limited liability company ("CONE"), (2) CNX Gas Company LLC, a Virginia limited liability company ("CNX") and a 50% owner of CONE and (3) CONSOL Energy Inc., a Delaware corporation ("CONSOL") and the indirect parent of CNX, to correctly report that after the transactions discussed in footnote 2 the direct ownership of the Issuer's units is held by CNX while CONSOL holds an indirect interest in the reported units.

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 CNX, as its 50% member, 4,519,060 common units and 14,581,561 subordinated units representing CNX's previous indirect ownership interest in the Issuer. Thus, CNX'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. CONSOL is deemed to indirectly hold the units directly held by CNX. 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.