EnLink Midstream Partners (ENLK) Form 4 EnLink Midstream Partners / ENERGY CORP /OK/ 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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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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2015

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	04/29/2015		S(1)		3,420,000	D	$24.94	112,091,752	I	See Footnotes(2)(3)

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 D Common Units	(4)							(4)	(4)	Common Units	31,618,311		31,618,311	I	See Footnote(5)

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 Corp

(Last) (First) (Middle)

333 WEST SHERIDAN AVE.

(Street)

OKLAHOMA CITY OK 73102

(City) (State) (Zip)

Explanation of Responses:

1. Southwestern Gas Pipeline, L.L.C. ("Southwestern Gas") sold 22,800,000 common units representing limited partner interests in the Issuer ("Common Units") to the public in an underwritten public offering on March 30, 2015 (the "Offering"). These additional 3,420,000 Common Units were sold on April 29, 2015 as part of the greenshoe option granted to the underwriters in the Offering.

2. 87,128,717 of these Common Units are owned directly by Devon Gas Services, L.P. ("Devon Gas Services"), 7,531,883 are owned directly by Southwestern Gas and 17,431,152 are owned directly by EnLink Midstream, Inc. (formerly known as Crosstex Energy, Inc.) ("EMI"). Both Devon Gas Services and Southwestern Gas are indirect wholly owned subsidiaries of Devon Energy Corporation ("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 outstanding common stock of Devon Gas Corporation ("Devon Gas"). Devon Gas owns 100% of the limited partner interests of Devon Gas Services and 100% of the outstanding common stock of Devon Gas Operating, Inc. ("Devon Gas Operating"), the general partner of Devon Gas Services. Devon Gas also owns 100% of the outstanding limited liability company interests of Southwestern Gas.

3. (continued from Footnote 2) Due to these ownership interests, Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by Devon Gas Services and Southwestern Gas. Each of Devon, Devon OK and Devon Gas disclaim beneficial ownership of the Common Units owned by Devon Gas Services and Southwestern Gas in excess of their pecuniary interests therein. Additionally, 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, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by EMI. Each of Devon, Devon OK and Devon Gas disclaim beneficial ownership of the Common Units owned by EMI in excess of their pecuniary interests therein.

4. Each Class D Common Unit will automatically convert into one Common Unit in the Issuer 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.

5. 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. 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, Devon OK and Devon Gas may be deemed to be beneficial owners of the Class D Common Units owned by Acacia. Each of Devon, Devon OK and Devon Gas disclaim beneficial ownership of the Class D 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 Footnotes (2) and (3), each of Devon, Devon OK and Devon Gas may be deemed a director by deputization.

	/s/ Carla D. Brockman Vice President Corporate Governance and Secretary of Devon Energy Corporation	05/01/2015
	/s/ Carla D. Brockman Vice President and Secretary of Devon Energy Corporation (Okla.)	05/01/2015
	/s/ Carla D. Brockman Vice President and Secretary of Devon Gas Corporation	05/01/2015
	** Signature of Reporting Person	Date
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