Sec Form 4 Filing - CENTERPOINT ENERGY RESOURCES CORP @ Enable Midstream Partners, LP - 2018-09-04

Insider filing report for Changes in Beneficial Ownership
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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 RESOURCES CORP
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)
09/04/2018
(Street)
HOUSTON, TX77002
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 Representing Limited Partner Interests 09/04/2018 J( 2 ) 233,856,623 D ( 2 ) 0 ( 1 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CENTERPOINT ENERGY RESOURCES CORP
1111 LOUISIANA
HOUSTON, TX77002
X
Signatures
CenterPoint Energy Resources Corp., /s/ Vincent A. Mercaldi, Corporate Secretary 09/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed by CenterPoint Energy Resources Corp. ("CERC"). CenterPoint Energy, Inc. ("CenterPoint Energy") indirectly owns all of the outstanding equity interests in CERC, which, prior to the Internal Spin (as defined below), was the record holder of the common units of Enable Midstream Partners, LP (the "Issuer"). CenterPoint Energy may be deemed the beneficial owner of all common units held by CERC. Pursuant to the Internal Spin, CERC is filing this "exit" Form 4 to report that it is no longer the beneficial owner or record holder of securities of the Issuer. CNP Midstream (as defined below) is filing a separate Form 3 to report beneficial ownership of securities of the Issuer in connection with the Internal Spin. The Internal Spin did not involve any purchase or sale of securities of the Issuer (Blau v. Mission Corp., 212. F.2d 77, 79 (2d Cir. 1954)).
( 2 )On September 4, 2018, CERC entered into a Contribution Agreement, by and between CERC and CenterPoint Energy Midstream, Inc., a wholly owned subsidiary of CERC ("CNP Midstream"), pursuant to which CERC contributed all of the common units of the Issuer held by CERC, to CNP Midstream. Immediately following such contribution, CERC distributed all of its interest in CNP Midstream to Utility Holding, LLC ("Utility Holding"), CERC's sole stockholder and a wholly owned subsidiary of CenterPoint Energy. Utility Holding then distributed all of its interest in CNP Midstream to CenterPoint Energy, its sole member (collectively, such transactions, the "Internal Spin"). Pursuant to the Internal Spin, CNP Midstream, a wholly owned subsidiary of CenterPoint Energy, became the sole record holder of the common units of the Issuer. CenterPoint Energy may be deemed the beneficial owner of all common units held by CNP Midstream.

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