Sec Form 4 Filing - Global Infrastructure Investors III, LLC @ EnLink Midstream Partners, LP - 2019-01-31

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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
Global Infrastructure Investors III, LLC
2. Issuer Name and Ticker or Trading Symbol
EnLink Midstream Partners, LP [ ENLK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS,, 30TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2019
(Street)
NEW YORK, NY10105
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 01/31/2019 A 55,827,221 A 144,355,672 I See Footnote ( 2 )
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
Global Infrastr ucture Investors III, LLC
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X X
Global Infrastructure GP III, L.P.
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X X
GIP III Stetson Aggregator II, L.P.
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X X
GIP III Stetson Aggregator I, L.P.
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X X
GIP III Stetson GP, LLC
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X X
GIP III Stetson I, L.P.
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X X
Signatures
GLOBAL INFRASTRUCTURE INVESTORS III, LLC By: /s/ Matthew Harris, Partner 02/04/2019
Signature of Reporting Person Date
GLOBAL INFRASTRUCTURE GP III, L.P. By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Matthew Harris, Partner 02/04/2019
Signature of Reporting Person Date
GIP III STETSON AGGREGATOR II, L.P. By: Global Infrastructure GP III, L.P., its general partner By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Matthew Harris, Partner 02/04/2019
Signature of Reporting Person Date
GIP III STETSON AGGREGATOR I, L.P. By: Global Infrastructure GP III, L.P., its general partner By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Matthew Harris, Partner 02/04/2019
Signature of Reporting Person Date
GIP III STETSON GP, LLC By: /s/ Matthew Harris, Partner 02/04/2019
Signature of Reporting Person Date
GIP III STETSON I, L.P. By: GIP III Stetson GP, LLC, its general partner By: /s/ Matthew Harris, Partner 02/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 31, 2019, the Issuer entered into a Contribution Agreement (the "Drop-Down Agreement") with EnLink Midstream, LLC ("ENLC"), pursuant to which ENLC contributed, assigned, and transferred its 16.129% limited partner interest (the "Contributed Interests"), with an aggregate value of approximately $685,000,000, in EnLink Oklahoma Gas Processing, LP ("EOGP"), to EnLink Midstream Operating, LP, a wholly-owned subsidiary of the Issuer ("EnLink Midstream Operating"). As consideration for the Contributed Interests, the Issuer issued 55,827,221 Common Units to ENLC.
( 2 )The Common Units are held of record by ENLC. Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P., which is the general partner of each of GIP III Stetson Aggregator I, L.P. and GIP III Stetson Aggregator II, L.P., which are the managing members of GIP III Stetson GP, LLC, which is the general partner of GIP III Stetson I, L.P., which is the sole member of EnLink Midstream Manager, LLC, which is the managing member of ENLC. As a result, each of the foregoing entities may be deemed to beneficially own the Common Units held by ENLC. Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Matthew Harris, Michael McGhee, Rajaram Rao, William Woodburn, Salim Samaha and Robert O'Brien, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Common Units beneficially owned by Global Investors.Such individuals expressly disclaim any such beneficial ownership.

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