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)
05/27/2015
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 87,128,717 D(1)
Common Units 49,049,463 I See Footnote(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 E Common Units (3) 05/27/2015 A 36,629,888 (3) (3) Common Units 36,629,888 (3) 36,629,888 I See Footnote(4)
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. 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 ("Common Units") representing limited partner interests 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.
2. 17,431,152 Common Units are owned directly by EnLink Midstream, Inc. ("EMI") and 31,618,311 Common Units are owned directly by Acacia. As the owner of 70.3% 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 each of EMI and Acacia, Devon Gas Services and Devon Gas Operating may be deemed to be the beneficial owner of the Common Units owned by EMI and Acacia. Each of Devon Gas Services and Devon Gas Operating disclaims beneficial ownership of the Common Units owned by EMI and Acacia in excess of its pecuniary interests therein.
3. On May 27, 2015, the Issuer entered into and consummated a Contribution and Transfer Agreement with Acacia, pursuant to which Acacia sold a 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 Units"). Each Class E 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 June 30, 2015 and has no expiration date.
4. The Class E Units are owned directly by Acacia. Due to the relationships described in Footnote 2, Devon Gas Services and Devon Gas Operating may be deemed to be the beneficial owner of the Class E Units owned by Acacia. Each of Devon Gas Services and Devon Gas Operating disclaims beneficial ownership of the Class E Units owned by Acacia in excess of its 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 Footnotes (1) and (2), 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. 05/28/2015
/s/ Carla D. Brockman, Vice President and Secretary of Devon Gas Operating Inc., the general partner of Devon Gas Services, L.P. 05/28/2015
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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