EnLink Midstream Partners (ENLK) Form 4 Change in insider ownership

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Global Infrastructure Investors III, LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

30TH FLOOR

(Street)

NEW YORK NY 10105

(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)
01/31/2019

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	01/31/2019		A		55,827,221	A	(1)	144,355,672	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

1. Name and Address of Reporting Person^*

Global Infrastructure Investors III, LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Global Infrastructure GP III, L.P.

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIP III Stetson Aggregator II, L.P.

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIP III Stetson Aggregator I, L.P.

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIP III Stetson GP, LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIP III Stetson I, L.P.

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

30TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Explanation of Responses:

1. On January 31, 2019, the Issuer entered into a Contribution Agreement (the "Drop-Down Agreement") with EnLink Midstream, LLC ("ENLC"), pursuant to which ENLC contributed, assigned, and transferred its 16.129% limited partner interest (the "Contributed Interests"), with an aggregate value of approximately $685,000,000, in EnLink Oklahoma Gas Processing, LP ("EOGP"), to EnLink Midstream Operating, LP, a wholly-owned subsidiary of the Issuer ("EnLink Midstream Operating"). As consideration for the Contributed Interests, the Issuer issued 55,827,221 Common Units to ENLC.

2. The Common Units are held of record by ENLC. Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P., which is the general partner of each of GIP III Stetson Aggregator I, L.P. and GIP III Stetson Aggregator II, L.P., which are the managing members of GIP III Stetson GP, LLC, which is the general partner of GIP III Stetson I, L.P., which is the sole member of EnLink Midstream Manager, LLC, which is the managing member of ENLC. As a result, each of the foregoing entities may be deemed to beneficially own the Common Units held by ENLC. Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Matthew Harris, Michael McGhee, Rajaram Rao, William Woodburn, Salim Samaha and Robert O'Brien, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Common Units beneficially owned by Global Investors.Such individuals expressly disclaim any such beneficial ownership.

	GLOBAL INFRASTRUCTURE INVESTORS III, LLC By: /s/ Matthew Harris, Partner	02/04/2019
	GLOBAL INFRASTRUCTURE GP III, L.P. By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Matthew Harris, Partner	02/04/2019
	GIP III STETSON AGGREGATOR II, L.P. By: Global Infrastructure GP III, L.P., its general partner By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Matthew Harris, Partner	02/04/2019
	GIP III STETSON AGGREGATOR I, L.P. By: Global Infrastructure GP III, L.P., its general partner By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Matthew Harris, Partner	02/04/2019
	GIP III STETSON GP, LLC By: /s/ Matthew Harris, Partner	02/04/2019
	GIP III STETSON I, L.P. By: GIP III Stetson GP, LLC, its general partner By: /s/ Matthew Harris, Partner	02/04/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.