Sec Form 4 Filing - DEVON ENERGY CORP/DE @ EnLink Midstream Partners, LP - 2015-05-04

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 DEVON ENERGY CORP/DE 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) 333 WEST SHERIDAN AVE. 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2015 (Street) OKLAHOMA CITY, OK73102 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 05/04/2015 C 31,618,311 A 143,710,063 I See Footnotes ( 2 ) ( 3 ) ( 4 )

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 D Common Units ( 1 ) 05/04/2015 C 31,618,311 ( 1 ) ( 1 ) Common Units 31,618,311 ( 5 ) 0 I See Footnotes ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEVON ENERGY CORP/DE 333 WEST SHERIDAN AVE. OKLAHOMA CITY, OK73102 X DEVON ENERGY CORP /OK/ 333 WEST SHERIDAN AVE. OKLAHOMA CITY, OK73102 X Devon Gas Corp 333 WEST SHERIDAN AVE. OKLAHOMA CITY, OK73102 X Signatures /s/ Carla D. Brockman, Vice President Corporate Governance and Secretary of Devon Energy Corporation 05/06/2015 Signature of Reporting Person Date /s/ Carla D. Brockman, Vice President and Secretary of Devon Energy Corporation (Okla.) 05/06/2015 Signature of Reporting Person Date /s/ Carla D. Brockman, Vice President and Secretary of Devon Gas Corporation 05/06/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Class D common unit ("Class D Common Unit") representing limited partner interests in the Issuer 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, 2015 and had no expiration date. ( 2 )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 Pipeline, L.L.C. ("Southwestern Gas"), 17,431,152 are owned directly by EnLink Midstream, Inc. (formerly known as Crosstex Energy, Inc.) ("EMI") and 31,618,311 are owned directly by Acacia Natural Gas Corp I, Inc. ("Acacia"). 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. ( 3 )(Continued from footnote 2) Devon Gas also owns 100% of the outstanding limited liability company interests of Southwestern Gas. 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 disclaims beneficial ownership of the Common Units owned by Devon Gas Services and Southwestern Gas in excess of its pecuniary interests therein. Additionally, as the owner of 70.3% 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), which is the holder of 100% of the outstanding common stock of EMI and 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 EMI and Acacia. ( 4 )(Continued from footnote 3) Each of Devon, Devon OK and Devon Gas disclaims beneficial ownership of the Common Units owned by EMI and Acacia in excess of its pecuniary interests therein. ( 5 )The Class D Common Units were acquired by Acacia pursuant to that certain Contribution and Transfer Agreement, dated as of February 17, 2015, by and among Acacia and the Issuer.

Remarks: 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), (3) and (4), each of Devon, Devon OK and Devon Gas may be deemed a director by deputization.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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