SEC Form 4 · accession 0001104659-15-041641
EnLink Midstream Partners, LP · ENLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
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"), for which EnLink Midstream Manager, LLC ("EnLink Midstream Manager"), is the managing member, 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 for which EnLink Midstream Manager is the managing member, has the right to appoint all of the directors of EnLink Midstream GP, LLC, the general partner of the Issuer, EnLink Midstream Manager may be deemed a director by deputization. Additionally, EnLink Midstream Manager is part of a group that includes Acacia, EMI, EnLink Midstream, Devon Energy Corporation (''Devon'') and certain of Devon's wholly-owned subsidiaries that collectively own more than 10% of the outstanding units of the Issuer. EnLink Midstream Manager disclaims beneficial ownership of any securities other than those reported above.