Form 8-K CONE Midstream Partners For: Jan 20

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January�20, 2015

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CONE MIDSTREAM PARTNERS LP

(Exact name of registrant as specified in its charter)

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Delaware	�	001-36635	�	47-1054194
(State or other jurisdiction of incorporation)	�	(Commission File Number)	�	(I.R.S. Employer Identification No.)

1000 CONSOL Energy Drive

Canonsburg, Pennsylvania 15317

(Address of principal executive offices and zip code)

(724) 485-4000

(Registrant�s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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�	Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item�5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January�20, 2015, John Earl Jackson became a member of the Board of Directors (the �Board�) of CONE Midstream GP LLC (the �General Partner�), the general partner of CONE Midstream Partners LP (the �Partnership�). Mr.�Jackson also became a member of the Audit Committee of the Board.

The Board has determined that (i)�Mr.�Jackson is �independent� for purposes of Section�10A-3 of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations of the U.S. Securities and Exchange Commission and (ii)�Mr.�Jackson has no material relationship with the General Partner or the Partnership that would interfere with his independence from management of the General Partner and that he will otherwise be an �independent director� for purposes of Section�303A.02 of the New York Stock Exchange�s Listed Company Manual.

There is no arrangement or understanding between Mr.�Jackson and any other person pursuant to which Mr.�Jackson was selected as a director. Mr.�Jackson does not have any direct or indirect material interest in any transaction or series of similar transactions contemplated by Item�404(a) of Regulation S-K.

Mr.�Jackson will receive an annual compensation package, which will initially consist of an annual cash retainer of $60,000 and an annual equity-based award granted under the Partnership�s long-term incentive plan having a value as of the grant date of approximately $80,000. Further, Mr.�Jackson will be indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law and will be reimbursed for all expenses incurred in attending to his duties as a director.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	�	CONE MIDSTREAM PARTNERS LP
	�	By:	�	CONE�Midstream�GP�LLC,�its�general�partner
Dated: January 20, 2015	�	By:	�	/s/ Kirk A. Moore
	�		�	Kirk A. Moore
	�		�	General Counsel and Secretary

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