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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) | (4) | 09/30/2014 | A(1)(2) | 14,581,561 | (4) | (4) | COMMON UNITS | 14,581,561 | $ 0 | 14,581,561 | D (1) (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CNX GAS CO LLC 1000 CONSOL ENERGY DRIVE CANNONSBURG, PA 15317 |
X | X | ||
CONSOL Energy Inc 1000 CONSOL ENERGY DRIVE CANONSBURG, PA 15317 |
X | X | ||
CONE GATHERING LLC 1000 CONSOL ENERGY DRIVE CANONSBURG, PA 15317 |
X | X |
/s/ David M. Khani, SVP and CFO of CNX GAS COMPANY LLC | 02/06/2015 | |
**Signature of Reporting Person | Date | |
/s/ David M. Khani, EVP and CFO of CONSOL Energy Inc. | 02/06/2015 | |
**Signature of Reporting Person | Date | |
/s/ Joseph M. Fink, President of CONE Gathering LLC | 02/06/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This amended Form 4 is jointly filed by (1) CONE Gathering LLC, a Delaware limited liability company ("CONE"), (2) CNX Gas Company LLC, a Virginia limited liability company ("CNX") and a 50% owner of CONE and (3) CONSOL Energy Inc., a Delaware corporation ("CONSOL") and the indirect parent of CNX, to correctly report that after the transactions discussed in footnote 2 the direct ownership of the Issuer's units is held by CNX while CONSOL holds an indirect interest in the reported units. |
(2) | In connection with the formation transactions of the Issuer and the Issuer's initial public offering ("IPO"), CONE was issued 9,038,121 common units and 29,163,121 subordinated units in the Issuer. Immediately following the closing of the IPO, CONE distributed to CNX, as its 50% member, 4,519,060 common units and 14,581,561 subordinated units representing CNX's previous indirect ownership interest in the Issuer. Thus, CNX's indirect interest in the 4,519,060 common units and 14,581,561 subordinated units was converted to a direct interest upon such distribution by CONE. CONSOL is deemed to indirectly hold the units directly held by CNX. As a result of the distribution, CONE no longer has a pecuniary interest in these units. |
(3) | Following the closing of the IPO and the distribution described above, CONE owns CONE Midstream GP LLC, which in turn owns: (i) the 2% general partner interest in the Issuer and (ii) incentive distribution rights in the Issuer. |
(4) | Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Registration Statement. |