SEC Form 4 · accession 0000899243-15-000007
Enable Midstream Partners, LP · ENBL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 6:10 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001591763
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units Representing Limited Partner InterestsF3,F4,F1,F2 | Jun 30, 2015 | J | 25,341 | — | A | 94,151,707 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Right to Acquire Common UnitsF3,F4 | — | Jun 30, 2015 | J | 25,341 | D | — | — | Common Units | 25,341 | 0 | I |
Explanation of responses
- F1This Form 4 is being filed jointly by CenterPoint Energy, Inc. ("CenterPoint Energy") and CenterPoint Energy Resources Corp. ("CERC"). CenterPoint Energy indirectly owns all of the outstanding equity interests in CERC, which is the record holder of the common units and subordinated units of Enable Midstream Partners, LP (the "Issuer"). CenterPoint Energy may be deemed the beneficial owner of all common and subordinated units held by CERC.
- F2As of July 2, 2015, CenterPoint Energy, through CERC, holds 94,151,707 common units, representing a 22.3% limited partner interest in the Issuer and 139,704,916 subordinated units, representing a 33.1% interest in the Issuer, for a combined 55.4% limited partner interest in the Issuer.
- F3On June 12, 2015, pursuant to the master formation agreement under which the Issuer was formed, CenterPoint Energy exercised a put right with respect to a 0.1% interest in Southeast Supply Header, LLC ("SESH") in exchange for 25,341 common units. The transaction closed on June 30, 2015.
- F4Pursuant to the master formation agreement and subject to certain restrictions, if the fair market value of the contributed SESH interest was more or less than the value contemplated in the master formation agreement, a cash payment may have been required by either the Issuer or CenterPoint Energy in order to ensure that the value of the total consideration paid by the Issuer equaled the fair market value of the contributed SESH interest. No cash payment was required in connection with CenterPoint Energy's exercise of its put right with respect to the 0.1% interest in SESH.