0001209191-15-030829.txt : 20150401 0001209191-15-030829.hdr.sgml : 20150401 20150401173847 ACCESSION NUMBER: 0001209191-15-030829 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140506 FILED AS OF DATE: 20150401 DATE AS OF CHANGE: 20150401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EnLink Midstream Partners, LP CENTRAL INDEX KEY: 0001179060 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 161616605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2501 CEDAR SPRINGS RD. CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-953-9500 MAIL ADDRESS: STREET 1: 2501 CEDAR SPRINGS RD. CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: CROSSTEX ENERGY LP DATE OF NAME CHANGE: 20020731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Devon Gas Corp CENTRAL INDEX KEY: 0001602762 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36340 FILM NUMBER: 15744441 BUSINESS ADDRESS: STREET 1: 333 W. SHERIDAN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: (405) 235-3611 MAIL ADDRESS: STREET 1: 333 W. SHERIDAN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEVON ENERGY CORP /OK/ CENTRAL INDEX KEY: 0000837330 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36340 FILM NUMBER: 15744442 BUSINESS ADDRESS: STREET 1: 20 N BROADWAY STE 1500 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8260 BUSINESS PHONE: 4052353611 MAIL ADDRESS: STREET 1: 20 NORTH BROADWAY SUITE 1500 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8260 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEVON ENERGY CORP/DE CENTRAL INDEX KEY: 0001090012 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36340 FILM NUMBER: 15744443 BUSINESS ADDRESS: STREET 1: 333 W. SHERIDAN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 4055528183 MAIL ADDRESS: STREET 1: 333 W. SHERIDAN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 FORMER NAME: FORMER CONFORMED NAME: DEVON DELAWARE CORP DATE OF NAME CHANGE: 19990707 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-05-06 0 0001179060 EnLink Midstream Partners, LP ENLK 0001090012 DEVON ENERGY CORP/DE 333 WEST SHERIDAN AVE. OKLAHOMA CITY OK 73102 0 0 1 0 0000837330 DEVON ENERGY CORP /OK/ 333 WEST SHERIDAN AVE. OKLAHOMA CITY OK 73102 0 0 1 0 0001602762 Devon Gas Corp 333 WEST SHERIDAN AVE. OKLAHOMA CITY OK 73102 0 0 1 0 Common Units 2014-05-06 4 C 0 120542441 A 136957271 I See Footnotes Common Units 2014-10-22 4 A 0 1016322 A 137973593 I See Footnotes Common Units 2015-03-30 4 S 0 22800000 24.94 D 115173593 I See Footnotes Common Units 2015-04-01 4 A 0 338159 A 115511752 I See Footnotes Class B Common Units 2014-05-06 4 C 0 120542441 D Common Units 120542441 0 D Class D Common Units 2015-02-17 4 A 0 31618311 A Common Units 31618311 31618311 I See footnote Each Class B Common Unit automatically converted into one common unit ("Common Unit") representing limited partner interests in the Issuer on the first business day following the record date for distribution payments with respect to the distribution of the quarter ended March 31, 2014 and had no expiration date. 86,790,558 of these Common Units are owned directly by Devon Gas Services, L.P. ("Devon Gas Services"), 33,751,883 were owned directly by Southwestern Gas Pipeline, L.L.C. ("Southwestern Gas") and 16,414,830 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. 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. These Common Units were acquired by EMI pursuant to that certain Contribution and Transfer Agreement, dated as of October 22, 2014, by and among the Issuer and EMI. Due to the relationships addressed in footnotes (2) and (3), Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by EMI. Southwestern Gas sold 22,800,000 Common Units to the public in an underwritten public offering on March 30, 2015. Due to the relationships addressed in footnote (2), Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the remaining Common Units owned by Southwestern Gas. Each of Devon, Devon OK and Devon Gas disclaim beneficial ownership of the Common Units owned by Southwestern Gas in excess of their pecuniary interests therein. These Common Units were acquired by Devon Gas Services pursuant to that certain Contribution, Conveyance and Assumption Agreement, dated as of March 23, 2015, by and between Devon Gas Services and the Issuer. Due to the relationships addressed in footnote (2), Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by Devon Gas Services. Each of Devon, Devon OK and Devon Gas disclaim beneficial ownership of the Common Units owned by Devon Gas Services 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 Common Units owned by Acacia. Each of Devon, Devon OK and Devon Gas disclaim beneficial ownership of the Common Units owned by Acacia in excess of their pecuniary interests therein. 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 2015-04-01 /s/ Carla D. Brockman, Vice President and Secretary of Devon Energy Corporation (Okla.) 2015-04-01 /s/ Carla D. Brockman, Vice President and Secretary of Devon Gas Corporation 2015-04-01