Cadmium Holdings Inc. - May 11, 2021 Form 3 Insider Report for Noble Midstream Partners LP (NBLX)

Role: Director, 10%+ Owner
Signature: /s/ Kari H. Endries, Secretary, on behalf of Cadmium Holdings Inc.
Stock symbol: NBLX
Transactions as of: May 11, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/12/2021, 07:14 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NBLX	Common Units Representing Limited Partner Interests						33.8M	May 11, 2021	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Chevron is the 100% owner of each of Noble Energy, Inc. ("Noble") and Holdings. Noble is the 100% owner of NBL Midstream, LLC ("NBL Midstream"), which is the 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. Chevron, Noble and NBL Midstream have separately filed a Form 4 with respect to the securities reported herein.

Content

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.

Chevron is the 100% owner of each of Noble Energy, Inc. ("Noble") and Holdings. Noble is the 100% owner of NBL Midstream, LLC ("NBL Midstream"), which is the 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. Chevron, Noble and NBL Midstream have separately filed a Form 4 with respect to the securities reported herein.