Sec Form 4 Filing - Acacia Natural Gas Corp I, Inc. @ EnLink Midstream Partners, LP - 2015-08-03

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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
Acacia Natural Gas Corp I, Inc.
2. Issuer Name and Ticker or Trading Symbol
EnLink Midstream Partners, LP [ ENLK]
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)
2501 CEDAR SPRINGS ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2015
(Street)
DALLAS, TX75201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 08/03/2015 C( 1 ) 36,629,888 A 68,248,199 ( 2 ) 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
Class E Common Units ( 1 ) 08/03/2015 J( 1 ) 36,629,888 ( 1 ) ( 1 ) ( 1 ) COMMON UNITS 36,629,888 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Acacia Natural Gas Corp I, Inc.
2501 CEDAR SPRINGS ROAD
SUITE 100
DALLAS, TX75201
X
Signatures
Barry E. Davis 08/05/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 27, 2015, the Issuer entered into and consummated a Contribution and Transfer Agreement with Acacia Natural Gas Corp I, Inc. ("Acacia"), a wholly owned subsidiary of EnLink Midstream, LLC ("EnLink Midstream"), for which EnLink Midstream Manager, LLC ("EnLink Midstream Manager") is the managing member, pursuant to which Acacia sold its remaining 25% limited partner interest in EnLink Midstream Holdings, LP to the Issuer in exchange for 36,629,888 Class E Common Units of the Issuer (the "Class E Common Units"). The Class E Common Units converted into Common Units on a one-for-one basis on August 3, 2015.
( 2 )The total number of securities beneficially owned by Acacia reported on the Form 4 filed by Acacia on May 6, 2015 inadvertently included 17,431,152 Common Units held of record by EnLink Midstream, Inc. ("EMI"), a wholly owned subsidiary of EnLink Midstream. The total number of securities beneficially owned by Acacia on May 6, 2015 was actually 31,618,311. The Common Units reported above as beneficially owned by Acacia include these 31,618,311 Common Units, as well as the 36,629,888 Common Units held as a result of conversion of Class E Common Units on August 3, 2015.

Remarks:
Acacia is part of a group that includes EMI, EnLink Midstream, LLC, EnLink Midstream Manager, LLC, Devon Energy Corporation ("Devon") and certain of Devon's wholly-owned subsidiaries that collectively own more than 10% of the outstanding units of the Issuer. Acacia disclaims beneficial ownership of any securities other than those reported above.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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