SEC Form 4 · accession 0001209191-15-039424
EnLink Midstream Partners, LP · ENLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 4, 2015
Accepted (ET)
May 6, 2015 · 4:09 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 4, 2015 | C | 31,618,311 | — | A | 49,049,463 | I | See Footnotes |
| Common UnitsF4 | holding | — | — | — | 87,128,717 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class D Common UnitsF1,F2,F3 | — | May 4, 2015 | C | 31,618,311 | D | — | — | Common Units | 31,618,311 | 0 | I |
Explanation of responses
- F1Each Class D common unit ("Class D Common Unit") representing limited partner interests in the Issuer 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, 2015 and had no expiration date.
- F231,618,311 Class D Common Units that converted into Common Units as described in Footnote (1) are owned directly by Acacia Natural Gas Corp I, Inc. ("Acacia"), and 17,431,152 Common Units are owned directly by EnLink Midstream, Inc. (formerly known as Crosstex Energy, Inc. ("EMI")). As the owner of 70.3% 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 each of EMI and Acacia, Devon Gas Services, L.P. ("Devon Gas Services") and its general partner, Devon Gas Operating, Inc. ("Devon Gas Operating"), may be deemed to be the beneficial owner of the Common Units owned by EMI and Acacia.
- F3(Continued from Footnote 2) Each of Devon Gas Services and Devon Gas Operating disclaims beneficial ownership of the Common Units owned by EMI and Acacia in excess of its pecuniary interests therein.
- F4Devon Gas Operating, as the general partner of Devon Gas Services, may be deemed to beneficially own Common Units of the Issuer directly owned by Devon Gas Services through Devon Gas Operating's ability to control Devon Gas Services. Devon Gas Operating disclaims beneficial ownership of the Common Units owned by Devon Gas Services in excess of its pecuniary interest 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 Gas Services and Devon Gas Operating may be deemed a director by deputization.