Sec Form 4 Filing - CENTERPOINT ENERGY INC @ Enable Midstream Partners, LP - 2021-12-02

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CENTERPOINT ENERGY INC
2. Issuer Name and Ticker or Trading Symbol
Enable Midstream Partners, LP [ ENBL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1111 LOUISIANA
3. Date of Earliest Transaction (MM/DD/YY)
12/02/2021
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Representing Limited Partner Interests 12/02/2021 J( 1 )( 2 )( 3 ) 233,856,623 D( 1 )( 2 )( 3 ) 0( 1 )( 2 )( 3 )( 4 ) I( 5 ) See Footnote( 5 )
10% Series A Preferred Units 12/02/2021 J( 1 )( 2 )( 3 ) 14,520,000 D( 1 )( 2 )( 3 ) 0( 1 )( 2 )( 3 )( 4 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CENTERPOINT ENERGY INC
1111 LOUISIANA
HOUSTON, TX77002
X
CenterPoint Energy Midstream, Inc.
1111 LOUISIANA
HOUSTON, TX77002
X
Signatures
CenterPoint Energy Midstream, Inc., /s/ Vincent A. Mercaldi, Corporate Secretary 12/03/2021
Signature of Reporting Person Date
CenterPoint Energy, Inc., /s/ Vincent A. Mercaldi, Corporate Secretary 12/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 2, 2021, pursuant to the Agreement and Plan of Merger dated as of February 16, 2021 (the "Merger Agreement") by and among Enable Midstream Partners, LP (the "Issuer"), Energy Transfer LP, a Delaware limited partnership ("Energy Transfer"), Elk Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Energy Transfer ("LP Merger Sub"), Elk GP Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Energy Transfer ("GP Merger Sub"), Enable GP, LLC, a Delaware limited liability company and the sole general partner of the Issuer (the "General Partner"), solely for the purposes of Section 2.1(a)(i) therein, LE GP, LLC, a Delaware limited liability company and sole general partner of Energy Transfer ("LE GP"),
( 2 )(Continued from footnote 1) and, solely for purposes of Section 1.1(b)(i) therein, CenterPoint Energy, Inc., a Texas corporation ("CenterPoint Energy"), (i) LP Merger Sub merged with and into the Issuer (the "LP Merger"), with the Issuer surviving the LP Merger as a wholly owned subsidiary of Energy Transfer (the "Surviving Entity"), (ii) GP Merger Sub merged with and into the General Partner (the "GP Merger" and, together with the LP Merger, the "Mergers"), with the General Partner surviving the GP Merger as a direct wholly owned subsidiary of Energy Transfer (the "GP Surviving Entity") and (iii) CenterPoint Energy contributed, assigned, transferred,
( 3 )(Continued from footnote 2) conveyed and delivered to Energy Transfer, and Energy Transfer acquired, assumed, accepted and received from CenterPoint Energy, all of CenterPoint Energy's right, title and interest in each 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in the Issuer (the "Series A Preferred Units") issued and outstanding at such time in exchange for 0.0265 newly issued 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units of Energy Transfer. Pursuant to the Mergers, CenterPoint Energy Midstream, Inc. ("CNP Midstream") and CenterPoint Energy are filing this "exit" Form 4 to report that they are no longer the beneficial owners or record holders of securities of the Issuer.
( 4 )In connection with the LP Merger, at the effective time of the LP Merger (the "Effective Time"), each common unit representing a limited partner interest in the Issuer (the "Issuer Common Units") issued and outstanding immediately prior to the Effective Time (other than the Issuer Common Units held directly by Energy Transfer, Merger Sub or GP Merger Sub immediately prior to the Effective Time) was converted into the right to receive 0.8595 common units representing limited partner interests in Energy Transfer.
( 5 )This Form 4 is being filed jointly by CNP Midstream and CenterPoint Energy in connection with the acquisition of the Issuer by Energy Transfer. CenterPoint Energy directly owned all of the outstanding equity interests in CNP Midstream, which, prior to the acquisition, was the record holder of the applicable Issuer Common Units. CenterPoint Energy may be deemed the beneficial owner of all Issuer Common Units held by CNP Midstream.

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