Statement of Changes in Beneficial Ownership (4)
12 5월 2021 - 7:26AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CHEVRON CORP |
2. Issuer Name and Ticker or Trading Symbol
Noble Midstream Partners LP
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NBLX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
6001 BOLLINGER CANYON ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/11/2021 |
(Street)
SAN RAMON, CA 94583
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units Representing Limited Partner Interests | 5/11/2021 | | A | | 33779412 | A | $0.00 (1) | 90227028 | I | See Footnotes (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Pursuant to that certain Agreement and Plan of Merger, dated as of March 4, 2021, by and among Chevron Corporation ("Chevron"), Noble Midstream Partners LP (the "Issuer"), Cadmium Holdings Inc., a wholly-owned subsidiary of Chevron ("Holdings"), Cadmium Merger Sub LLC, a wholly-owned subsidiary of Holdings, and Noble Midstream GP LLC, the general partner of the issuer (the "General Partner") and the other parties thereto, Chevron acquired all of the outstanding common units representing limited partnership interests in the Issuer not already held by Chevron or one of its subsidiaries via a merger (the "Merger") that resulted in the Issuer surviving the Merger as an indirect, wholly-owned subsidiary of Chevron. |
(2) | This Form 4 is filed jointly by (1) Chevron, a 100% owner of each of Noble Energy, Inc. ("Noble") and Holdings, (2) Noble, a 100% owner of NBL Midstream, LLC ("NBL Midstream"), (3) NBL Midstream, a wholly-owned indirect subsidiary of Noble and owner of all the membership interests of the General Partner. Chevron, as the 100% owner of Holdings and Noble, is deemed to indirectly beneficially own the securities held by Holdings and NBL Midstream. Holdings has separately filed a Form 3 with respect to the securities reported herein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CHEVRON CORP 6001 BOLLINGER CANYON ROAD SAN RAMON, CA 94583 | X | X |
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NOBLE ENERGY INC 1001 NOBLE ENERGY WAY HOUSTON, TX 77070 | X | X |
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NBL Midstream, LLC 1001 NOBLE ENERGY WAY HOUSTON, TX 77070 | X | X |
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Signatures
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/s/ Christine L. Cavallo, Assistant Secretary, on behalf of Chevron Corporation | | 5/11/2021 |
**Signature of Reporting Person | Date |
/s/ Kari H. Endries, Vice President and Secretary, on behalf of Noble Energy, Inc. | | 5/11/2021 |
**Signature of Reporting Person | Date |
/s/ Aaron G. Carlson, Vice President and Secretary, on behalf of NBL Midstream, LLC | | 5/11/2021 |
**Signature of Reporting Person | Date |
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