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Filing Details

Accession Number:: 0001068238-19-000086
Form Type:: 13G Filing
Publication Date:: 2019-04-01 15:55:10

Filed By:: Arclight Capital Partners, Llc
Company:: Enable Midstream Partners Lp (NYSE:ENBL)
Filing Date:: 2019-04-01
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Sole Dispositive Power	Percent of Class
Bronco Midstream Infrastructure	6	8	0%
Enogex Holdings	6	8	0%
Bronco Midstream Partners	6	8	0%
ArcLight Energy Partners Fund IV	6	8	0%
ArcLight Energy Partners Fund V	6	8	0%
ArcLight Capital Partners	6	8	0%
ArcLight Capital Holdings	6	8	0%
Daniel R. Revers	6	8	0%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________________________________________________________

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)

_________________________________________________________________________________________________________________________

ENABLE MIDSTREAM PARTNERS, LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

292480100

(CUSIP Number)

March 21, 2019

(Date of Event which Requires filing of this Statement)

________________________________________________________________________________________________________________________

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 292480100

Schedule 13G/A

Page 2 of 14

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Bronco Midstream Infrastructure, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			0 ⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			0 ⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 ⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0% ⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

⁽¹⁾	Represents 0 common units representing limited partner interests ("Common Units"), or 0% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC. See Item 4 for a description of the ownership relationship between the Reporting Persons.
⁽²⁾	Based upon 433,247,600 Common Units outstanding as of February 1, 2019, as reported in the Issuer’s annual report on Form 10-K (File No. 1-36413) filed on February 19, 2019.

CUSIP No. 292480100

Schedule 13G/A

Page 3 of 14

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Enogex Holdings LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			0 ⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			0 ⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 ⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

⁽¹⁾	Represents 0 common units representing limited partner interests ("Common Units") held by Bronco Midstream Infrastructure, LLC, an indirect wholly owned subsidiary of Enogex Holdings LLC ("Enogex"). Enogex does not own any Common Units in the Issuer. See Item 4 for a description of the ownership relationship between the Reporting Persons.
⁽²⁾	Based upon 433,247,600 Common Units outstanding as of February 1, 2019, as reported in the Issuer’s annual report on Form 10-K (File No. 1-36413) filed on February 19, 2019.

CUSIP No. 292480100

Schedule 13G/A

Page 4 of 14

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Bronco Midstream Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			0 ⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			0 ⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 ⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0% ⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

⁽¹⁾

Represents 0 common units representing limited partner interests ("Common Units"), or 0% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC. ArcLight Capital Partners, LLC, through various investment funds (including Bronco Midstream Partners, L.P.), has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.

⁽²⁾

Based upon 433,247,600 Common Units outstanding as of February 1, 2019, as reported in the Issuer’s annual report on Form 10-K (File No. 1-36413) filed on February 19, 2019.

CUSIP No. 292480100

Schedule 13G/A

Page 5 of 14

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ArcLight Energy Partners Fund IV, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			0 ⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			0 ⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 ⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0% ⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

⁽¹⁾

Represents 0 common units representing limited partner interests ("Common Units"), or 0% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC. ArcLight Capital Partners, LLC, through various investment funds (including ArcLight Energy Partners Fund IV, L.P.), has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.

⁽²⁾

Based upon 433,068,427 Common Units outstanding as of February 1, 2019, as reported in the Issuer’s annual report on Form 10-K (File No. 1-36413) filed on February 19, 2019.

CUSIP No. 292480100

Schedule 13G/A

Page 6 of 14

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ArcLight Energy Partners Fund V, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			0 ⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			0 ⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 ⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

⁽¹⁾

Represents 0 common units representing limited partner interests ("Common Units"), or 0% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC. ArcLight Capital Partners, LLC, through various investment funds (including ArcLight Energy Partners Fund V, L.P.), has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.

⁽²⁾

Based upon 433,247,600 Common Units outstanding as of February 1, 2019, as reported in the Issuer’s annual report on Form 10-K (File No. 1-36413) filed on February 19, 2019.

CUSIP No. 292480100

Schedule 13G/A

Page 7 of 14

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ArcLight Capital Partners, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			0⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			0⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0% ⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

⁽¹⁾

⁽²⁾

Based upon 433,247,600 Common Units outstanding as of February 1, 2019, as reported in the Issuer’s annual report on Form 10-K (File No. 1-36413) filed on February 19, 2019.

CUSIP No. 292480100

Schedule 13G/A

Page 8 of 14

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ArcLight Capital Holdings, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			0⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			0⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

⁽¹⁾

⁽²⁾

Based upon 433,247,600 Common Units outstanding as of February 1, 2019, as reported in the Issuer’s annual report on Form 10-K (File No. 1-36413) filed on February 19, 2019.

CUSIP No. 292480100

Schedule 13G/A

Page 9 of 14

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Daniel R. Revers

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			0⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			0⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0% ⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

⁽¹⁾

Represents 0 common units representing limited partner interests ("Common Units"), or 0% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC. ArcLight Capital Partners, LLC has ultimate voting and investment control over the securities reported herein. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Capital Partners' investment committee, and Mr. Revers role as manager of the general partner of the limited partnership that manages ArcLight Capital Holdings, LLC, Mr. Revers may be deemed to indirectly beneficially own the units attributable to ArcLight Capital Partners and ArcLight Capital Holdings, but disclaims any such ownership except to the extent of his pecuniary interest therein. See Item 4 for a description of the ownership relationship between the Reporting Persons.

⁽²⁾

Based upon 433,247,600 Common Units outstanding as of February 1, 2019, as reported in the Issuer’s annual report on Form 10-K (File No. 1-36413) filed on February 19, 2019.

CUSIP No. 292480100

Schedule 13G/A

Page 10 of 14

Item 1(a).

Name of Issuer:

Enable Midstream Partners, LP (the "Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

One Leadership Square
211 North Robinson Avenue
Suite 950
Oklahoma City, Oklahoma 73102

Item 2(a).

Name of Person Filing:

Bronco Midstream Infrastructure, LLC
Enogex Holdings LLC
Bronco Midstream Partners, L.P.
ArcLight Energy Partners Fund IV LP
ArcLight Energy Partners Fund V, L.P.
ArcLight Capital Partners, LLC
ArcLight Capital Holdings, LLC
Daniel R. Revers

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Principal business office of all persons filing:

200 Clarendon Street
55th Floor
Boston, MA 02117

Item 2(c). Citizenship

	Bronco Midstream Infrastructure, LLC	Delaware
	Enogex Holdings LLC	Delaware
	Bronco Midstream Partners, L.P.	Delaware
	ArcLight Energy Partners Fund IV LP	Delaware
	ArcLight Energy Partners Fund V, L.P.	Delaware
	ArcLight Capital Partners, LLC	Delaware
	ArcLight Capital Holdings, LLC	Delaware
	Daniel R. Revers	United States

Item 2(d).

Title of Class of Securities:

Common units representing limited partner interests ("Common Units")

Item 2(e).

CUSIP Number:

292480100

Item 3.

Not applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

CUSIP No. 292480100

Schedule 13G/A

Page 11 of 14

(a) Amount Beneficially Owned: 0

(b) Percent of Class: 0%

(i) sole power to vote or direct the vote: 0

(ii) shared power to vote or to direct the vote: 0

(iii) sole power to dispose or to direct the disposition of: 0

(iv) shared power to dispose or to direct the disposition of: 0

The Common Units were held directly by Bronco Midstream Infrastructure LLC (“Bronco”). ArcLight Capital Partners, LLC (“ArcLight Capital Partners”) is the investment advisor for, and ArcLight Capital Holdings, LLC (“ArcLight Holdings”) is the managing member of the general partner of each of ArcLight Energy Partners Fund V, L.P., ArcLight Energy Partners Fund IV, L.P. and Bronco Midstream Partners, L.P. Bronco is an indirect wholly owned subsidiary of Enogex Holdings LLC. ArcLight Capital Partners has ultimate voting and investment control over securities held by Enogex and Bronco and thus may be deemed to indirectly beneficially own such securities. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Capital Partners’ investment committee, and Mr. Revers role as manager of the general partner of the limited partnership that manages ArcLight Capital Holdings, LLC, Mr. Revers may be deemed to indirectly beneficially own securities attributable to ArcLight Capital Partners and ArcLight Capital Holdings, but disclaims any such ownership except to the extent of his pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

CUSIP No. 292480100

Schedule 13G/A

Page 12 of 14

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

CUSIP No. 292480100

Schedule 13G/A

Page 13 of 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March __, 2019

ARCLIGHT CAPITAL PARTNERS, LLC


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: Managing Partner

ARCLIGHT CAPITAL HOLDINGS, LLC



	By: ACHP II, L.P., its managing member
	By: ACH GP, LLC, its general partner


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: Manager

ARCLIGHT ENERGY PARTNERS FUND IV L.P.


	By: ArcLight PEF GP IV, LLC
	Its: General Partner

	By: ArcLight Capital Holdings, LLC
	Its: Manager

	By: ACHP II, L.P.
	Its: Managing Member

	By: ACH GP, LLC
	Its: General Partner


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: Manager

ARCLIGHT ENERGY PARTNERS FUND V, L.P.


	By: ArcLight PEF GP V, LLC
	Its: General Partner

	By: ArcLight Capital Holdings, LLC
	Its: Manager

	By: ACHP II, L.P.
	Its: Managing Member

	By: ACH GP, LLC
	Its: General Partner


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: Manager

CUSIP No. 292480100

Schedule 13G/A

Page 14 of 14

BRONCO MIDSTREAM INFRASTRUCTURE, LLC


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: President

ENOGEX HOLDINGS, LLC


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: President

BRONCO MIDSTREAM PARTNERS, L.P.


	By: ArcLight Bronco Partners GP, LLC
	Its: General Partner

	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: President

		/s/ Daniel R. Revers
		Daniel R. Revers