DEVON ENERGY CORP/DE — Director's Dealing 2015

Nov 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EnLink Midstream Partners, LP (ENLK)
CIK: 0001179060
Period of Report: 2015-10-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-29	Common Units	P	2849100	—	Acquired	183189051	Indirect

Footnotes

F1: On October 29, 2015, the Issuer entered into a Common Unit Purchase Agreement with EnLink Midstream Inc. ("EMI"), a wholly owned subsidiary of EnLink Midstream, LLC ("EnLink Midstream"), for which EnLink Midstream Manager, LLC is the managing member, pursuant to which the Issuer sold 2,849,100 Common Units of the Issuer to EMI in exchange for $50,000,000 in cash.

F2: 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"), 20,280,252 Common Units are owned directly by EMI and 68,248,199 Common Units 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. Devon Gas also owns 100% of the outstanding limited liability company interests of Southwestern Gas.

F3: (continued from Footnote 2) 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 their pecuniary interests therein. Additionally, as the owner of 70.32% of the outstanding membership interest in 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 Acacia, Devon, Devon OK and Devon Gas may be deemed to be beneficial owners of the Common Units owned by EMI and Acacia. Each of Devon, Devon OK and Devon Gas disclaims beneficial ownership of the Common Units owned by EMI and Acacia in excess of their pecuniary interests therein.