DEVON ENERGY CORP/DE — Director's Dealing 2015

Aug 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EnLink Midstream Partners, LP (ENLK)
CIK: 0001179060
Period of Report: 2015-08-03

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
2015-08-03	Common Units	C	36629888	—	Acquired	180339951	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-03	Class E Common Units	$	C	36629888	Acquired		Common Units (36629888)	Indirect

Footnotes

F1: On May 27, 2015, the Issuer entered into and consummated a Contribution and Transfer Agreement with Acacia Natural Gas Corp I, Inc. ("Acacia"), pursuant to which Acacia sold a 25% limited partner interest in EnLink Midstream Holdings, LP to the Issuer in exchange for 36,629,888 Class E common units ("Class E Units") representing limited partner interests of the Issuer. Each Class E Unit automatically converted into one common unit ("Common Unit") representing limited partner interests of the Issuer on August 3, 2015, the first business day following the record date for distribution payments with respect to the distribution of the quarter ended June 30, 2015 and had no expiration date.

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"), 17,431,152 Common Units are owned directly by EnLink Midstream, Inc. (formerly known as Crosstex Energy, Inc.) ("EMI") and 68,248,199 Common Units are owned directly by Acacia. Of the 68,248,199 Common Units owned directly by Acacia, 36,629,888 Common Units converted from Class E Units as described in Footnote (1). 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").

F3: (Continued From Footnote 2) 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. 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.

F4: (Continued From Footnote 3) 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, 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 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.