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Filing Details

Accession Number:: 0001209191-15-037880
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-05-01 16:06:43
Reporting Period:: 2015-04-29

Filing Date:: 2015-05-01
Accepted Time:: 2015-05-01 16:06:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1179060	Enlink Midstream Partners Lp	ENLK	Natural Gas Transmission (4922)	161616605

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
837330	Devon Energy Corp /Ok/	333 West Sheridan Ave. Oklahoma City OK 73102	No	No	Yes	No
1090012	Devon Energy Corp/De	333 West Sheridan Ave. Oklahoma City OK 73102	No	No	Yes	No
1602762	Devon Gas Corp	333 West Sheridan Ave. Oklahoma City OK 73102	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units	Disposition	2015-04-29	3,420,000	$24.94	112,091,752	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Units	Class D Common Units	$0.00			31,618,311	31,618,311	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	31,618,311	31,618,311	Indirect

Footnotes

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.
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.
(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.
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.
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.