SEC Form 4 · accession 0001209191-15-030829
EnLink Midstream Partners, LP · ENLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 6, 2014
Accepted (ET)
Apr 1, 2015 · 5:38 pm EDT
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 | May 6, 2014 | C | 120,542,441 | — | A | 136,957,271 | I | See Footnotes |
| Common UnitsF4,F2,F3 | Oct 22, 2014 | A | 1,016,322 | — | A | 137,973,593 | I | See Footnotes |
| Common UnitsF2,F3,F5 | Mar 30, 2015 | S | 22,800,000 | $24.94 | D | 115,173,593 | I | See Footnotes |
| Common UnitsF6,F2,F3 | Apr 1, 2015 | A | 338,159 | — | A | 115,511,752 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common UnitsF1 | — | May 6, 2014 | C | 120,542,441 | D | — | — | Common Units | 120,542,441 | 0 | D |
| Class D Common UnitsF8,F9,F7 | — | Feb 17, 2015 | A | 31,618,311 | A | — | — | Common Units | 31,618,311 | 31,618,311 | I |
Explanation of responses
- F1Each Class B Common Unit automatically converted into one common unit ("Common Unit") representing limited partner interests in the Issuer on the first business day following the record date for distribution payments with respect to the distribution of the quarter ended March 31, 2014 and had no expiration date.
- F286,790,558 of these Common Units are owned directly by Devon Gas Services, L.P. ("Devon Gas Services"), 33,751,883 were owned directly by Southwestern Gas Pipeline, L.L.C. ("Southwestern Gas") and 16,414,830 are owned directly by EnLink Midstream, Inc. (formerly known as Crosstex Energy, Inc.) ("EMI"). 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. Additionally, as the owner of 70.33% of the outstanding membership interest in EnLink Midstream, LLC ("EnLink Midstream") (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, LLC, EnLink Midstream's managing member ("EnLink Midstream Manager")), which is the holder of 100% of the outstanding common stock of EMI, Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by EMI. Each of Devon, Devon OK and Devon Gas disclaim beneficial ownership of the Common Units owned by EMI in excess of their pecuniary interests therein.
- F4These Common Units were acquired by EMI pursuant to that certain Contribution and Transfer Agreement, dated as of October 22, 2014, by and among the Issuer and EMI. Due to the relationships addressed in footnotes (2) and (3), Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by EMI.
- F5Southwestern Gas sold 22,800,000 Common Units to the public in an underwritten public offering on March 30, 2015. Due to the relationships addressed in footnote (2), Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the remaining Common Units owned by Southwestern Gas. Each of Devon, Devon OK and Devon Gas disclaim beneficial ownership of the Common Units owned by Southwestern Gas in excess of their pecuniary interests therein.
- F6These Common Units were acquired by Devon Gas Services pursuant to that certain Contribution, Conveyance and Assumption Agreement, dated as of March 23, 2015, by and between Devon Gas Services and the Issuer. Due to the relationships addressed in footnote (2), Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by Devon Gas Services. Each of Devon, Devon OK and Devon Gas disclaim beneficial ownership of the Common Units owned by Devon Gas Services in excess of their pecuniary interests therein.
- F7Each Class D Common Unit will automatically convert into one Common Unit in the Issuer on a one-to-one basis on the first business day following the record date for distribution payments with respect to the distribution of the quarter ended March 31, 2015 and has no expiration date.
- F8The Class D Common Units were acquired by Acacia Natural Gas Corp I, Inc. ("Acacia") pursuant to that certain Contribution and Transfer Agreement, dated as of February 17, 2015, by and among Acacia and the Issuer.
- F9As the owner of 70.33% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, EnLink Midstream's managing member), which is the holder of 100% of the outstanding common stock of Acacia, Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by Acacia. Each of Devon, Devon OK and Devon Gas disclaim beneficial ownership of the Common Units owned by 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.