Sec Form 4 Filing - NOBLE ENERGY INC @ Noble Midstream Partners LP - 2016-09-20

FORM 4 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 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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1. Name and Address of Reporting Person NOBLE ENERGY INC 2. Issuer Name and Ticker or Trading Symbol Noble Midstream Partners LP [ NBLX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1001 NOBLE ENERGY WAY 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2016 (Street) HOUSTON, TX77070 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Units representing limited partner interests 09/20/2016 A 1,527,584 ( 1 ) ( 2 ) A 1,527,584 I See Footnotes ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Subordinated Units representing limited partner interests ( 3 ) 09/20/2016 A 15,902,584 ( 1 ) ( 2 ) ( 3 ) ( 3 ) Common Units representing limited partner interests 15,902,584 ( 3 ) 15,902,584 I See Footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NOBLE ENERGY INC 1001 NOBLE ENERGY WAY HOUSTON, TX77070 X X NBL Midstream, LLC 1001 NOBLE ENERGY WAY HOUSTON, TX77070 X Signatures /s/ Charles J. Rimer, President of NBL Midstream, LLC 09/22/2016 Signature of Reporting Person Date /s/ Gary W. Willingham, President of Noble Energy, Inc. 09/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 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 GP LLC (the "General Partner"), in connection with the closing of the Issuer's initial public offering (the "IPO"). Noble, as the 100% owner of NBL Midstream, is deemed to indirectly beneficially own the securities held by NBL Midstream. ( 2 )Pursuant to the Contribution, Conveyance and Assumption Agreement dated as of September 20, 2016 by and among the Issuer, the General Partner, Noble, NBL Midstream and NBL Midstream Holdings, LLC, NBL Midstream holds (i) 1,527,584 common units, representing a 4.8% limited partner interest in the Issuer, and (ii) 15,902,584 subordinated units, representing a 50.0% limited partner interest in the Issuer, for a combined 54.8% limited partner interest in the Issuer. The foregoing gives effect to the exercise in full by the underwriters of their option to purchase additional units. ( 3 )Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-207560).

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