SEC Form 4 · accession 0001104659-19-004081
EnLink Midstream, LLC · ENLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Garberding
Officer — President & CEO · Director
Period of report
Jan 25, 2019
Accepted (ET)
Jan 29, 2019 · 4:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001592000
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF3,F1,F2 | Jan 25, 2019 | A | 494,680 | — | A | 924,889 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person acquired beneficial ownership of 494,680 common units representing limited liability company interests ("Common Units") in EnLink Midstream, LLC (the "Issuer") as consideration in the merger (the "Merger") of NOLA Merger Sub, LLC ("Merger Sub") with and into EnLink Midstream Partners, LP ("ENLK"), with ENLK surviving the merger as a subsidiary of the Issuer. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of October 21, 2018 (the "Merger Agreement"), by and among the Issuer, EnLink Midstream Manager, LLC, Merger Sub, ENLK, and EnLink Midstream GP, LLC. The Merger closed on January 25, 2019 and was effective as of 9:30 a.m. Central Time on that date (the "Effective Time").
- F2(Continued from Footnote 1) At the Effective Time, (i) each common unit representing a limited partner interest in ENLK ("ENLK Common Unit") held by the Reporting Person immediately prior to the Merger converted into the right to receive 1.15 (the "Exchange Ratio") Common Units, and (ii) as further described in the Merger Agreement, each Restricted Incentive Unit under ENLK's long-term incentive plan (an "ENLK RIU") held by the Reporting Person immediately prior to the Merger converted into an award with respect to Common Units with substantially the same terms as such ENLK RIU, but subject to adjustment to take into account the Exchange Ratio.
- F3Includes 246,864 unvested Restricted Incentive Units with respect to Common Units of which the Reporting Person acquired beneficial ownership as a result of the conversion at the Effective Time of the unvested ENLK RIUs held by the Reporting Person immediately prior to the Effective Time, of which (i) 52,223 will vest on January 1, 2020, (ii) 65,469 will vest on January 1, 2021, and (iii) 129,172 will vest 50% on the second anniversary of the vesting commencement date of August 1, 2018 and 50% on the third anniversary of the vesting commencement date of August 1, 2018.