13D Filing: TPG Advisors VII, Inc. Owns Over 13% of Enlink Midstream Partners, Lp (ENLK)

Page 9 of 14 SEC Filing

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7,
8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 4
and 6 is incorporated by reference in its entirety into this Item 5.

(a)-(b) The following disclosure assumes there
are a total of 375,089,857 Common Units outstanding, which includes (i) 325,089,857 Common Units outstanding as of December 6,
2015, as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred
Units reported herein.

Pursuant to Rule 13d-3 under the Act, the Reporting
Persons may be deemed to beneficially own 50,000,000 Common Units, which constitutes approximately 13.3% of the outstanding Common
Units.

(c) Except as set forth in this Item 5, none
of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named
in Item 2 hereof, has effected any transaction in the Series B Preferred Units or Common Units during the past 60 days.

(d) To the best knowledge of the Reporting Persons,
no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.

 

The information set forth in Items 3,
4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.