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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CNX Midstream Partners LP [ CNXM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/29/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
COMMON UNITS (LIMITED PARTNER INTERESTS) | 01/29/2020 | A | 26,000,000 | A | (1) | 47,692,198 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
CLASS B UNITS (LIMITED PARTNER INTERESTS) | (3) | 01/29/2020 | A | 3,000,000 | (3) | (3) | COMMON UNITS (LIMITED PARTNER INTERESTS) | 3,000,000 | (3) | 3,000,000 | I | SEE FOOTNOTE(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On January 29, 2020, in connection with the closing of the transactions contemplated by the Exchange Agreement dated January 29, 2020, by and among CNX Midstream Partners LP (the "Partnership"), CNX Midstream GP LLC (the "General Partner"), the general partner of the Partnership and an indirect wholly owned subsidiary of CNX Resources Corporation (the "Company"), and CNX Gas Company LLC ("CNX Gas"), CNX Gas acquired from the Partnership 26,000,000 common units representing limited partner interests in the Partnership (the "Common Units") and 3,000,000 Class B units representing limited partner interests in the Partnership (the "Class B Units") in exchange for the cancellation of all of the outstanding incentive distribution rights of the Partnership, which were held by the General Partner, and the conversion of the General Partner's approximately 2% general partner interest in the Partnership into a non-economic interest. |
2. CNX Gas is the record holder of the securities reported herein. CNX Gas is a wholly owned subsidiary of CNX Gas LLC, which is a wholly owned subsidiary of the Company. |
3. The Class B Units will automatically convert into common units on a one-to-one basis on January 1, 2022. Class B Units do not have an expiration date. |
Remarks: |
/s/ Donald W. Rush, Executive Vice President and Chief Financial Officer of CNX Resources Corporation | 01/31/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |