SEC Form 4 · accession 0001104659-15-041640
EnLink Midstream Partners, LP · ENLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
EnLink Midstream, LLC
Director · 10% Owner
Period of report
May 27, 2015
Accepted (ET)
May 28, 2015 · 5:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001179060
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class E Common UnitsF1,F2 | — | May 27, 2015 | J | 36,629,888 | A | — | — | Common Units | 36,629,888 | 36,629,888 | I |
Explanation of responses
- F1On May 27, 2015, the Issuer entered into and consummated a Contribution and Transfer Agreement with Acacia Natural Gas Corp I, Inc. ("Acacia"), a wholly-owned subsidiary of EnLink Midstream, LLC ("EnLink Midstream"), pursuant to which Acacia sold a 25% limited partner interest in EnLink Midstream Holdings, LP to the Issuer in exchange for 36,629,888 Class E Common Units of the Issuer (the "Class E Common Units"). The Class E Common Units (i) are substantially similar in all respects to the Issuer's Common Units, except that they will only be entitled to a pro rata distribution for the fiscal quarter ended June 30, 2015 ("Q2 2015") and (ii) will automatically convert into Common Units on a one-for-one basis on the first business day following the record date for distribution payments with respect to Q2 2015.
- F2The Class E Common Units are held of record by Acacia.
Remarks
Because EnLink Midstream, Inc. ("EMI"), a wholly-owned subsidiary of EnLink Midstream, has the right to appoint all of the directors of EnLink Midstream GP, LLC, the general partner of the Issuer, EnLink Midstream may be deemed a director by deputization. Additionally, EnLink Midstream is part of a group that includes Acacia, EMI, EnLink Midstream Manager, LLC, Devon Energy Corporation (''Devo'') and certain of Devon's wholly-owned subsidiaries that collectively own more than 10% of the outstanding units of the Issuer. EnLink Midstream disclaims beneficial ownership of any securities other than those reported above.