Statement of Changes in Beneficial Ownership (4)
August 05 2015 - 4:30PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Acacia Natural Gas Corp I, Inc.
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2. Issuer Name
and
Ticker or Trading Symbol
EnLink Midstream Partners, LP
[
ENLK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2501 CEDAR SPRINGS ROAD, SUITE 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/3/2015
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(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units
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8/3/2015
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C
(1)
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36629888
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A
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(1)
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68248199
(2)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class E Common Units
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(1)
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8/3/2015
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J
(1)
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36629888
(1)
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(1)
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(1)
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COMMON UNITS
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36629888
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(1)
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0
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D
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Explanation of Responses:
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(
1)
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On May 27, 2015, the Issuer entered into and consummated a Contribution and Transfer Agreement with Acacia Natural Gas Corp I, Inc. ("Acacia"), a wholly owned subsidiary of EnLink Midstream, LLC ("EnLink Midstream"), for which EnLink Midstream Manager, LLC ("EnLink Midstream Manager") is the managing member, pursuant to which Acacia sold its remaining 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 Common Units"). The Class E Common Units converted into Common Units on a one-for-one basis on August 3, 2015.
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(
2)
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The total number of securities beneficially owned by Acacia reported on the Form 4 filed by Acacia on May 6, 2015 inadvertently included 17,431,152 Common Units held of record by EnLink Midstream, Inc. ("EMI"), a wholly owned subsidiary of EnLink Midstream. The total number of securities beneficially owned by Acacia on May 6, 2015 was actually 31,618,311. The Common Units reported above as beneficially owned by Acacia include these 31,618,311 Common Units, as well as the 36,629,888 Common Units held as a result of conversion of Class E Common Units on August 3, 2015.
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Remarks:
Acacia is part of a group that includes EMI, EnLink Midstream, LLC, EnLink Midstream Manager, LLC, Devon Energy Corporation ("Devon") and certain of Devon's wholly-owned subsidiaries that collectively own more than 10% of the outstanding units of the Issuer. Acacia disclaims beneficial ownership of any securities other than those reported above.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Acacia Natural Gas Corp I, Inc.
2501 CEDAR SPRINGS ROAD
SUITE 100
DALLAS, TX 75201
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X
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Signatures
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Barry E. Davis
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8/5/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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