SEC Form 4 · accession 0000899243-15-007386
EnLink Midstream Partners, LP · ENLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 29, 2015
Accepted (ET)
Nov 2, 2015 · 4:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001179060
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2,F3 | Oct 29, 2015 | P$0 | 2,849,100 | — | A | 183,189,051 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On October 29, 2015, the Issuer entered into a Common Unit Purchase Agreement with EnLink Midstream Inc. ("EMI"), a wholly owned subsidiary of EnLink Midstream, LLC ("EnLink Midstream"), for which EnLink Midstream Manager, LLC is the managing member, pursuant to which the Issuer sold 2,849,100 Common Units of the Issuer to EMI in exchange for $50,000,000 in cash.
- F287,128,717 of these Common Units are owned directly by Devon Gas Services, L.P. ("Devon Gas Services"), 7,531,883 are owned directly by Southwestern Gas Pipeline, L.L.C. ("Southwestern Gas"), 20,280,252 Common Units are owned directly by EMI and 68,248,199 Common Units are owned directly by Acacia Natural Gas Corp. I, Inc. ("Acacia"). Both Devon Gas Services and Southwestern Gas are indirect wholly owned subsidiaries of Devon Energy Corporation ("Devon"). Devon is a public company and owns 100% of the outstanding common stock of Devon Energy Corporation (Oklahoma) ("Devon OK"). Devon OK owns 100% of the outstanding common stock of Devon Gas Corporation ("Devon Gas"). Devon Gas owns 100% of the limited partner interests of Devon Gas Services and 100% of the outstanding common stock of Devon Gas Operating, Inc. ("Devon Gas Operating"), the general partner of Devon Gas Services. Devon Gas also owns 100% of the outstanding limited liability company interests of Southwestern Gas.
- F3(continued from Footnote 2) Due to these ownership interests, Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by Devon Gas Services and Southwestern Gas. Each of Devon, Devon OK and Devon Gas disclaims beneficial ownership of the Common Units owned by Devon Gas Services and Southwestern Gas in excess of their pecuniary interests therein. Additionally, as the owner of 70.32% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, LLC, EnLink Midstream's managing member), which is the holder of 100% of the outstanding common stock of EMI and Acacia, Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by EMI and Acacia. Each of Devon, Devon OK and Devon Gas disclaims beneficial ownership of the Common Units owned by EMI and Acacia in excess of their pecuniary interests therein.
Remarks
EMI has the right to appoint all of the directors of EnLink Midstream GP, LLC, the general partner of the Issuer. Due to the relationships described in Footnotes (2) and (3), each of Devon, Devon OK and Devon Gas may be deemed a director by deputization.