SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EnLink Midstream, LLC

(Last)

(First)

(Middle)

2501 CEDAR SPRINGS

SUITE 100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EnLink Midstream Partners, LP [ ENLK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	10/22/2014		J⁽¹⁾		1,016,322⁽¹⁾	A	⁽¹⁾	17,431,152	I	See Footnote 2⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class D Common Units	⁽³⁾	02/17/2015		J⁽³⁾		31,618,311⁽³⁾		⁽³⁾	⁽³⁾	Common Units	31,618,311	⁽³⁾	31,618,311	I	See Footnote 4⁽⁴⁾

Explanation of Responses:

1. On October 22, 2014, the Issuer entered into and consummated a Contribution and Transfer Agreement with EnLink Midstream, Inc. ("EMI"), a wholly owned subsidiary of EnLink Midstream, LLC ("EnLink Midstream"), pursuant to which EMI sold 100% of the Class A Units and 50% of the Class B Units of E2 Appalachian Compression, LLC to the Issuer in exchange for $150 million in cash and 1,016,322 Common Units of the Issuer.

2. The Common Units are owned by EMI, a wholly owned subsidiary of EnLink Midstream.

3. On February 17, 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, pursuant to which Acacia sold a 25% limited partner interest in EnLink Midstream Holdings, LP to the Issuer in exchange for 31,618,311 Class D Common Units of the Issuer (the "Class D Common Units"). The Class D Common Units (i) are substantially similar in all respects to the Common Units, except that they will only be entitled to a pro rata distribution for the fiscal quarter ended March 31, 2015 ("Q1 2015") and (ii) will automatically convert into Common Units on a one-for-one basis on the first business day following the record date for distribution payments with respect to Q1 2015.

4. The Class D Common Units are owned by Acacia, a wholly owned subsidiary of EnLink Midstream.

Remarks:

EMI has the right to appoint all of the directors of EnLink Midstream GP, LLC, the general partner of the Issuer. Due to the relationship described in Footnote 2, EnLink Midstream may be deemed a director by deputization. Additionally, EnLink Midstream is part of a group that includes EMI, 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. EnLink Midstream disclaims beneficial ownership of any securities other than those reported above.

	Barry E. Davis	04/01/2015
	** Signature of Reporting Person	Date
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