Sec Form 3 Filing - CHEVRON CORP @ Noble Midstream Partners LP - 2020-10-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
CHEVRON CORP
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)
6001 BOLLINGER CANYON ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/05/2020
(Street)
SAN RAMON, CA94583
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 56,447,616 I See Footnote ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHEVRON CORP
6001 BOLLINGER CANYON ROAD
SAN RAMON, CA94583
X X
NOBLE ENERGY INC
1001 NOBLE ENERGY WAY
HOUSTON, TX77070
X X
NBL Midstream, LLC
1001 ENERGY WAY
HOUSTON, TX77070
X X
Signatures
/s/ Christine L. Cavallo, Assistant Secretary, on behalf of Chevron Corporation 10/05/2020
Signature of Reporting Person Date
/s/ Kari H. Endries, Vice President and Secretary, on behalf of Noble Energy, Inc. 10/05/2020
Signature of Reporting Person Date
/s/ Aaron G. Carlson, Vice President, on behalf of NBL Midstream, LLC 10/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 5, 2020, pursuant to the terms of the Agreement and Plan of Merger, dated July 20, 2020, by and among Noble Energy, Inc. ("Noble"), Chevron Corporation ("Chevron") and Chelsea Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron ("Merger Subsidiary"), Chevron completed its previously announced acquisition of Noble, the indirect general partner and majority unitholder of the Issuer, through the merger of Merger Subsidiary with and into Noble (the "Merger"), with Noble surviving and continuing as the surviving corporation in the Merger. As a result of the Merger, Noble became a direct, wholly-owned subsidiary of Chevron.
( 2 )This Form 3 is filed jointly by (1) Chevron, a 100% owner of Noble Energy, Inc., (2) Noble, a 100% owner of NBL Midstream, LLC ("NBL Midstream"), and (3) NBL Midstream, a wholly owned indirect subsidiary of Noble and owner of all the membership interests of Noble Midstream GP LLC, the general partner of the Issuer. Chevron, as the 100% owner of Noble, and Noble, as the 100% owner of NBL Midstream, are deemed to indirectly beneficially own the securities held by NBL Midstream.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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