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*
Devon Gas Services, L.P.

(Last) (First) (Middle)
333 WEST SHERIDAN AVE.

(Street)
OKLAHOMA CITY OK 73102

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2014
4. 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 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)
Code V Amount (A) or (D) Price
Common Units 05/06/2014 C 86,790,558 A (1) 86,790,558 D(2)
Common Units 10/22/2014 A 1,016,322 A (3) 17,431,152 I See footnote(4)
Common Units 04/01/2015 A 338,159 A (5) 87,128,717 D(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Units (1) 05/06/2014 C 86,790,558 (1) (1) Common Units 86,790,558 (1) 0 D
Class D Common Units (6) 02/17/2015 A 31,618,311 (6) (6) Common Units 31,618,311 (7) 31,618,311 I See Footnote(8)
1. Name and Address of Reporting Person*
Devon Gas Services, L.P.

(Last) (First) (Middle)
333 WEST SHERIDAN AVE.

(Street)
OKLAHOMA CITY OK 73102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Devon Gas Operating, Inc.

(Last) (First) (Middle)
333 WEST SHERIDAN AVE.

(Street)
OKLAHOMA CITY OK 73102

(City) (State) (Zip)
Explanation of Responses:
1. Each Class B Common Unit automatically converted into one common unit ("Common Unit") representing limited partner interests in the Issuer on the first business day following the record date for distribution payments with respect to the distribution of the quarter ended March 31, 2014 and had no expiration date.
2. Devon Gas Operating, Inc. ("Devon Gas Operating"), as the general partner of Devon Gas Services, L.P. ("Devon Gas Services"), may be deemed to beneficially own Common Units of the Issuer directly owned by Devon Gas Services through Devon Gas Operating's ability to control Devon Gas Services. Devon Gas Operating disclaims beneficial ownership of the Common Units owned by Devon Gas Services in excess of its pecuniary interest therein.
3. These Common Units were acquired by Devon Gas Services pursuant to that certain Contribution and Transfer Agreement, dated as of October 22, 2014, by and among the Issuer and EnLink Midstream, Inc. (formerly known as Crosstex Energy, Inc.) ("EMI").
4. These Common Units are owned directly by EMI. As the owner of 70.33% of the outstanding membership interest in EnLink Midstream, LLC ("EnLink Midstream") (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, LLC, EnLink Midstream's managing member ("EnLink Midstream Manager")), which is the holder of 100% of the outstanding common stock of EMI, Devon Gas Services and its general partner Devon Gas Operating may be deemed to be the beneficial owner of the Common Units owned by EMI. Each of Devon Gas Services and Devon Gas Operating disclaim beneficial ownership of the Common Units owned by EMI in excess of their pecuniary interests therein.
5. These Common Units were acquired by Devon Gas Services pursuant to that certain Contribution, Conveyance and Assumption Agreement, dated as of March 23, 2015, by and between Devon Gas Services and the Issuer.
6. Each Class D Common Unit will automatically convert into one Common Unit on a one-to-one basis on the first business day following the record date for distribution payments with respect to the distribution of the quarter ended March 31, 2015 and has no expiration date.
7. The Class D Common Units were acquired by Acacia Natural Gas Corp I, Inc. ("Acacia") pursuant to that certain Contribution and Transfer Agreement, dated as of February 17, 2015, by and among Acacia and the Issuer.
8. The Class D Common Units are owned directly by Acacia. As the owner of 70.33% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, EnLink Midstream's managing member), which is the holder of 100% of the outstanding common stock of Acacia, Devon Gas Services and its general partner Devon Gas Operating may be deemed to beneficially own the reported Class D Common Units. Each of Devon Gas Services and Devon Gas Operating disclaim beneficial ownership of the Common Units owned by Acacia in excess of their pecuniary interests therein.
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 relationships described in footnote (4), each of Devon Gas Services and Devon Gas Operating may be deemed a director by deputization.
/s/ Carla D. Brockman, Vice President and Secretary of Devon Gas Operating, Inc. 04/01/2015
/s/ Carla D. Brockman, Vice President and Secretary of Devon Gas Operating, Inc., the general partner of Devon Gas Services, L.P. 04/01/2015
** 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 4 (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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