SEC Form 4 · accession 0001104659-19-004107
EnLink Midstream, LLC · ENLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GIP III Stetson Aggregator II, L.P.
10% Owner
Global Infrastructure GP III, L.P.
10% Owner
GIP III Stetson Aggregator I, L.P.
10% Owner
GIP III Stetson II, L.P.
10% Owner
GIP III Stetson GP, LLC
10% Owner
Period of report
Jan 25, 2019
Accepted (ET)
Jan 29, 2019 · 5:11 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 UnitsF1,F2,F3 | Jan 25, 2019 | A | 94,660,600 | — | A | 224,355,359 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant 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 ("EnLink Midstream Manager"), NOLA Merger Sub, LLC ("Merger Sub"), EnLink Midstream Partners, LP ("EnLink Midstream Partners"), and EnLink Midstream GP, LLC, on January 25, 2019 (the "Effective Time") each issued and outstanding common unit of EnLink Midstream Partners (the "Partnership Common Units") except for any Common Units held by the Issuer and its subsidiaries, were converted into 1.15 Common Units of the Issuer. As a result, the 94,660,600 Partnership Common Units held by GIP III Stetson I, L.P. ("Stetson I") were converted into 108,859,690 Common Units at the Effective Time.
- F2Following the transaction reported herein, GIP III Stetson II, L.P. ("Stetson II") is the record holder of 115,495,669 Common Units and Stetson I is the record holder of 108,859,690 Common Units.
- F3Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of each of GIP III Stetson Aggregator I, L.P. ("Aggregator I") and GIP III Stetson Aggregator II, L.P. ("Aggregator II"), which are the managing members of GIP III Stetson GP, LLC ("Stetson GP"), which is the general partner of Stetson I and Stetson II. As a result, Global Investors, Global GP, Aggregator I, Aggregator II and Stetson GP may be deemed to share beneficial ownership of the Common Units owned by Stetson I and Stetson II. Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Matthew Harris, Michael McGhee, Rajaram Rao, William Woodburn, Salim Samaha and Robert O'Brien, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Common Units beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership.
Remarks
GIP III Stetson I, L.P. has separately filed a Form 3 with respect to the securities reported herein.