SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
TPG Advisors VII, Inc.

(Last) (First) (Middle)
301 COMMERCE ST., SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2016
3. Issuer Name and Ticker or Trading Symbol
EnLink Midstream Partners, LP [ ENLK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Cumulative Convertible Preferred Units (1) (1) Common Units 50,000,000 (1) I See Explanation of Responses(2)(3)(4)
1. Name and Address of Reporting Person*
TPG Advisors VII, Inc.

(Last) (First) (Middle)
301 COMMERCE ST., SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BONDERMAN DAVID

(Last) (First) (Middle)
301 COMMERCE ST., SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COULTER JAMES G

(Last) (First) (Middle)
301 COMMERCE ST., SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
Explanation of Responses:
1. On December 6, 2015, EnLink MidStream Partners, LP (the "Issuer") and Enfield Holdings, L.P. ("Enfield Holdings") entered into that certain Convertible Preferred Unit Purchase Agreement (the "Purchase Agreement"), pursuant to which on January 7, 2016 Enfield Holdings purchased, in the aggregate, 50,000,000 Series B Cumulative Convertible Preferred Units of the Issuer (the "Series B Preferred Units"). The Series B Preferred Units are convertible into Common Units of the Issuer on a one-for-one basis (subject to certain adjustments) at any time from the business day following the record date established by the Issuer's general partner for the Issuer's quarterly distribution for the second quarter of 2017.
2. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Advisors VII, Inc. ("TPG Advisors VII" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which holds 100 shares of common stock, and has appointed one of the two directors, of Enfield Holdings Advisors, Inc., which is the general partner of Enfield Holdings, which directly holds the Series B Preferred Units reported herein.
3. Because of the relationship between the Reporting Persons and Enfield Holdings, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Enfield Holdings.
4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks:
(5) The Reporting Persons are jointly filing this Form 3 under Exchange Act Rule 16a-3(j). (6) Clive Bode is signing on behalf of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.
/s/ Clive Bode, Vice President, TPG Advisors VII, Inc. (5) 01/19/2016
/s/ Clive Bode on behalf of David Bonderman (5)(6) 01/19/2016
/s/ Clive Bode on behalf of James G. Coulter (5)(6) 01/19/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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