Sec Form 4 Filing - Global Infrastructure Investors III, LLC @ EnLink Midstream, LLC - 2019-01-25

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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, LLC [ ENLC]
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)
1345 AVENUE OF THE AMERICAS,, 30TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2019
(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 01/25/2019 A 94,660,600 A 224,355,359 I See Footnotes ( 2 ) ( 3 )
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 Infrastructure Investors III, LLC
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X
Global Infrastructure GP III, L.P.
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X
GIP III Stetson Aggregator II, L.P.
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X
GIP III Stetson Aggregator I, L.P.
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X
GIP III Stetson GP, LLC
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X
GIP III Stetson II, L.P.
1345 AVENUE OF THE AMERICAS,
30TH FLOOR
NEW YORK, NY10105
X
Signatures
GLOBAL INFRASTRUCTURE INVESTORS III, LLC By: /s/ Matthew Harris, Partner 01/29/2019
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 01/29/2019
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 01/29/2019
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 01/29/2019
Signature of Reporting Person Date
GIP III STETSON GP, LLC By: /s/ Matthew Harris, Partner 01/29/2019
Signature of Reporting Person Date
GIP III STETSON II, L.P. By: GIP III Stetson GP, LLC, its general partner By: /s/ Matthew Harris, Partner 01/29/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of October 21, 2018 (the "Merger Agreement"), by and among the Issuer, EnLink Midstream Manager, LLC ("EnLink Midstream Manager"), NOLA Merger Sub, LLC ("Merger Sub"), EnLink Midstream Partners, LP ("EnLink Midstream Partners"), and EnLink Midstream GP, LLC, on January 25, 2019 (the "Effective Time") each issued and outstanding common unit of EnLink Midstream Partners (the "Partnership Common Units") except for any Common Units held by the Issuer and its subsidiaries, were converted into 1.15 Common Units of the Issuer. As a result, the 94,660,600 Partnership Common Units held by GIP III Stetson I, L.P. ("Stetson I") were converted into 108,859,690 Common Units at the Effective Time.
( 2 )Following the transaction reported herein, GIP III Stetson II, L.P. ("Stetson II") is the record holder of 115,495,669 Common Units and Stetson I is the record holder of 108,859,690 Common Units.
( 3 )Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of each of GIP III Stetson Aggregator I, L.P. ("Aggregator I") and GIP III Stetson Aggregator II, L.P. ("Aggregator II"), which are the managing members of GIP III Stetson GP, LLC ("Stetson GP"), which is the general partner of Stetson I and Stetson II. As a result, Global Investors, Global GP, Aggregator I, Aggregator II and Stetson GP may be deemed to share beneficial ownership of the Common Units owned by Stetson I and Stetson II. 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.

Remarks:
GIP III Stetson I, L.P. has separately filed a Form 3 with respect to the securities reported herein.

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