SEC Filing | Chevron Corporation

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

CHEVRON CORP

(Last)

(First)

(Middle)

6001 BOLLINGER CANYON ROAD

(Street)

SAN RAMON

94583

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units Representing Limited Partner Interests	05/11/2021		A		33,779,412	A	$0.00⁽¹⁾	90,227,028	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

CHEVRON CORP

(Last)

(First)

(Middle)

6001 BOLLINGER CANYON ROAD

(Street)

SAN RAMON

94583

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NOBLE ENERGY INC

(Last)

(First)

(Middle)

1001 NOBLE ENERGY WAY

(Street)

HOUSTON

77070

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NBL Midstream, LLC

(Last)

(First)

(Middle)

1001 NOBLE ENERGY WAY

(Street)

HOUSTON

77070

(City)

(State)

(Zip)

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.

Remarks:

	/s/ Christine L. Cavallo, Assistant Secretary, on behalf of Chevron Corporation	05/11/2021
	/s/ Kari H. Endries, Vice President and Secretary, on behalf of Noble Energy, Inc.	05/11/2021
	/s/ Aaron G. Carlson, Vice President and Secretary, on behalf of NBL Midstream, LLC	05/11/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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