EnLink Midstream Partners (ENLK) Form 4 EnLink Midstream Partners / ENERGY CORP/DE DEVON ownership change

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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X

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 ENERGY CORP/DE

(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		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks.

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2018

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	07/18/2018		S		183,189,051(1)(2)(3)(4)	D	(1)(2)(3)(4)	0	I(1)(2)(3)(4)	See Footnotes(1)(2)(3)(4)

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

1. Name and Address of Reporting Person^*

DEVON ENERGY CORP/DE

(Last) (First) (Middle)

333 WEST SHERIDAN AVE

(Street)

OKLAHOMA CITY OK 73102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DEVON ENERGY CORP /OK/

(Last) (First) (Middle)

333 WEST SHERIDAN AVE.

(Street)

OKLAHOMA CITY OK 73102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DEVON GAS CO., L.L.C.

(Last) (First) (Middle)

333 WEST SHERIDAN AVE.

(Street)

OKLAHOMA CITY OK 73102

(City) (State) (Zip)

Explanation of Responses:

1. Devon Gas Services, L.P. ("Devon Gas Services"), Southwestern Gas Pipeline, L.L.C. ("Southwestern Gas"), EnLink Midstream Manager, LLC (the "Manager"), GIP III Stetson I, L.P. ("MLP Acquiror"), GIP III Stetson II, L.P. ("ENLC Acquiror") and, solely for certain purposes described therein, Devon Energy Corporation ("Devon") are parties to a Purchase Agreement, dated June 5, 2018 (the "Purchase Agreement"). On July 18, 2018, the parties to the Purchase Agreement consummated the transactions contemplated thereby, pursuant to which, among other things, (a) Devon Gas Services transferred to ENLC Acquiror 115,495,669 common units representing limited liability company interests in EnLink Midstream, LLC ("EnLink Midstream"),

2. (Continued from Footnote 1) (b) Devon Gas Services transferred to MLP Acquiror (i) 87,128,717 common units ("Common Units") representing limited partner interests in the Issuer and (ii) all of the outstanding limited liability company interests in the Manager and (c) Southwestern Gas transferred to MLP Acquiror 7,531,883 Common Units, for an aggregate consideration of $3,125,000,000.

3. Devon Gas Services and Southwestern Gas are each indirect wholly-owned subsidiaries of Devon. Devon is a public company and owns 100% of the outstanding common stock of Devon Energy Corporation (Oklahoma) ("Devon OK"). Devon OK owns 100% of the limited liability company interests of Devon Gas Co., L.L.C. ("Devon Gas Co."). Devon Gas Co. owns 100% of the limited partner interests of Devon Gas Services and 100% of the outstanding common stock of Devon Gas Operating, Inc., the general partner of Devon Gas Services. Devon Gas Co. also owns 100% of the outstanding limited liability company interests of Southwestern Gas.

4. EnLink Midstream owns 100% of the outstanding common stock of each of EnLink Midstream, Inc. ("EMI"), the holder of 20,280,252 Common Units, and Acacia Natural Gas Corp I, Inc. ("Acacia"), the holder of 68,248,199 Common Units. As a result of the transactions consummated by the parties to the Purchase Agreement, Devon Gas Services sold all of its interests in EnLink Midstream and the Manager, resulting in Devon Gas Services and the other reporting persons ceasing to beneficially own any Common Units held by EMI or Acacia.

Remarks:

No Longer Section 16 Reporting Person

	/s/ David A. Hager, President and Chief Executive Officer of Devon Energy Corporation	07/18/2018
	/s/ David A. Hager, President and Chief Executive of Devon Energy Corporation (Oklahoma)	07/18/2018
	/s/ David A. Hager, President and Chief Executive of Devon Gas Co., L.L.C.	07/18/2018
	** Signature of Reporting Person	Date
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