SEC Form 4 · accession 0001104659-19-004104
EnLink Midstream Partners, LP · ENLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GIP III Stetson I, L.P.
10% Owner
GIP III Stetson Aggregator II, L.P.
10% Owner
Global Infrastructure GP III, L.P.
10% Owner
GIP III Stetson Aggregator I, L.P.
10% Owner
GIP III Stetson GP, LLC
10% Owner
Period of report
Jan 25, 2019
Accepted (ET)
Jan 29, 2019 · 5:06 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 | Jan 25, 2019 | D | 94,660,600 | — | D | 88,528,451 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of October 21, 2018 (the "Merger Agreement"), by and among EnLink Midstream, LLC ("EnLink Midstream"), EnLink Midstream Manager, LLC ("EnLink Midstream Manager"), NOLA Merger Sub, LLC ("Merger Sub"), the Issuer, and EnLink Midstream GP, LLC, on January 25, 2019 (the "Effective Time") each issued and outstanding Common Unit, except for any Common Units held by EnLink Midstream and its subsidiaries, were converted into 1.15 common units representing limited liability company interests in EnLink Midstream ("EnLink Midstream Common Units"). As a result, the 94,660,600 Common Units held by GIP III Stetson I, L.P. ("Stetson I") were converted into 108,859,690 EnLink Midstream Common Units at the Effective Time.
- F2EnLink Midstream is the record holder of the Common Units reported herein. Stetson I is the sole member of EnLink Midstream Manager, which is the managing member of EnLink Midstream. As a result, each of Stetson I and EnLink Midstream Manager may be deemed to share beneficial ownership of the Common Units held by EnLink Midstream.
- F3Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of each of GIP III Stetson Aggregator I, L.P. ("Aggregator I") and GIP III Stetson Aggregator II, L.P. ("Aggregator II"), which are the managing members of GIP III Stetson GP, LLC ("Stetson GP"), which is the general partner of Stetson I. As a result, Global Investors, Global GP, Aggregator I, Aggregator II and Stetson GP may be deemed to share beneficial ownership of the Common Units owned by Stetson I. Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Matthew Harris, Michael McGhee, Rajaram Rao, William Woodburn, Salim Samaha and Robert O'Brien, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Common Units beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership.