Ownership Submission
FORM 4
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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
CONSOL Energy Inc
  2. Issuer Name and Ticker or Trading Symbol
CONE Midstream Partners LP [CNNX]
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)
1000 CONSOL ENERGY DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2014
(Street)

CANONSBURG, PA 15317
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
COMMON UNITS (LIMITED PARTNER INTERESTS) 09/30/2014   A(1)(2)   4,519,060 (1) (2) A $ 0 4,519,060 D (1) (2) (3)  

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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 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
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) (4) 09/30/2014   A(1)(2)   14,581,561 (1) (2)     (4)   (4) COMMON UNITS 14,581,561 $ 0 14,581,561 D (1) (2) (3)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CONSOL Energy Inc
1000 CONSOL ENERGY DRIVE
CANONSBURG, PA 15317
  X   X    
CONE GATHERING LLC
1000 CONSOL ENERGY DRIVE
CANONSBURG, PA 15317
  X   X    

Signatures

 /s/ David M. Khani, EVP and CFO of CONSOL Energy Inc.   10/01/2014
**Signature of Reporting Person Date

 /s/ Joseph M. Fink, President of CONE Gathering LLC   10/01/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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 Form 4 is jointly filed by (1) CONE Gathering LLC, a Delaware limited liability company ("CONE") and owner of all the membership interests of CONE Midstream GP LLC, a Delaware limited liability company and the general partner of the Issuer ("General Partner"), and (2) CONSOL Energy Inc., a Delaware corporation and a 50% owner of CONE ("CONSOL").
(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 CONSOL, as its 50% member, 4,519,060 common units and 14,581,561 subordinated units representing CONSOL's previous indirect ownership interest in the Issuer. Thus, CONSOL'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. 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.

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