DEVON ENERGY CORP/DE — Director's Dealing 2014

Mar 18, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: EnLink Midstream Partners, LP (ENLK)
CIK: 0001179060
Period of Report: 2014-03-07

Reporting Person: DEVON ENERGY CORP/DE (Director, 10% Owner)
Reporting Person: DEVON ENERGY CORP /OK/ (Director, 10% Owner)
Reporting Person: Devon Gas Corp (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	16414830	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Units	$		Common Units (120542441)		Indirect

Footnotes

F1: These Common Units are owned directly by Crosstex Energy, Inc. ("Crosstex"). As the indirect owner of 70.4% 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 ("EnLink Midstream Manager")), which is the holder of 100% of the outstanding common stock of Crosstex, each of Devon Energy Corporation ("Devon"), Devon Energy Corporation (Oklahoma) ("Devon OK") and Devon Gas Corporation ("Devon Gas") may be deemed to be beneficial owners of the reported Common Units.

F2: Each Class B Common Unit will automatically convert into Common Units on a one-to-one basis on the first business day following the record date for the distribution payable with respect to the quarter ending March 31, 2014.

F3: 86,790,558 of these Class B Common Units are owned directly by Devon Gas Services, L.P. ("Devon Gas Services") and 33,751,883 are owned directly by Southwestern Gas Pipeline, Inc. ("Southwestern Gas"), each an indirect wholly owned subsidiary of Devon. Devon is a public company and owns 100% of the outstanding common stock of Devon OK. Devon OK owns 100% of the common stock of 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., the general partner of Devon Gas Services. Devon Gas also owns 100% of the outstanding common stock of Southwestern Gas. Due to these ownership interests, Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the reported Class B Common Units.