SEC Form 4 · accession 0001209191-15-047605
EnLink Midstream Partners, LP · ENLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 27, 2015
Accepted (ET)
May 28, 2015 · 5:25 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 | holding | — | — | — | 87,128,717 | D | ||
| Common UnitsF2 | holding | — | — | — | 49,049,463 | I | See Footnote |
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 UnitsF3,F4 | — | May 27, 2015 | A | 36,629,888 | A | — | — | Common Units | 36,629,888 | 36,629,888 | I |
Explanation of responses
- F1Devon Gas Operating, Inc. ("Devon Gas Operating") as the general partner of Devon Gas Services, L.P. ("Devon Gas Services") may be deemed to beneficially own common units ("Common Units") representing limited partner interests 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.
- F217,431,152 Common Units are owned directly by EnLink Midstream, Inc. ("EMI") and 31,618,311 Common Units are owned directly by Acacia. 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 and Devon Gas Operating may be deemed to be the beneficial owner of the Common Units owned by EMI and Acacia. 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.
- F3On May 27, 2015, the Issuer entered into and consummated a Contribution and Transfer Agreement with Acacia, 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 Units"). Each Class E Unit will automatically convert into one Common Unit 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 June 30, 2015 and has no expiration date.
- F4The Class E Units are owned directly by Acacia. Due to the relationships described in Footnote 2, Devon Gas Services and Devon Gas Operating may be deemed to be the beneficial owner of the Class E Units owned by Acacia. Each of Devon Gas Services and Devon Gas Operating disclaims beneficial ownership of the Class E Units owned by Acacia in excess of its 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 (1) and (2), each of Devon Gas Services and Devon Gas Operating may be deemed a director by deputization.