Statement of Changes in Beneficial Ownership (4)
August 06 2021 - 7:50PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TPG Advisors VII, Inc. |
2. Issuer Name and Ticker or Trading Symbol
EnLink Midstream, LLC
[
ENLC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Holder |
(Last)
(First)
(Middle)
C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/4/2021 |
(Street)
FORT WORTH, TX 76102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Series B Cumulative Convertible Preferred Units (1) | (1) | 8/4/2021 | | S | | | 60499149 | (1) | (1) | Common Units | 69574021.35 | (2) | 0 | I | See Explanation of Responses (3)(4)(5) |
Explanation of Responses: |
(1) | Pursuant to the terms of the Tenth Amended and Restated Agreement of Limited Partnership of EnLink MidStream Partners, LP ("ENLK"), dated as of January 25, 2019, Enfield Holdings had the right to exchange all or a portion of its Series B Cumulative Convertible Preferred Units ("Series B Preferred Units") of EnLink Midstream, LLC (the "Issuer") (along with a corresponding number of Class C Common Units of the Issuer ("Class C Common Units")) at any time for Common Units of the Issuer on a 1-for-1.15 basis, subject to certain adjustments. The right to exchange was not subject to an expiration date. |
(2) | In connection with the sale of Series B Preferred Units, the Reporting Persons (as defined below) sold an equal number of Class C Common Units. The aggregate consideration received by the Reporting Persons was $841,344,238.80. |
(3) | David Bonderman and James G. Coulter are sole shareholders of TPG Advisors VII, Inc. ("TPG Advisors VII" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which holds 100 shares of common stock, and has appointed one of the two directors, of Enfield Holdings Advisors, Inc., which was the general partner of Enfield Holdings, which directly held the Series B Preferred Units and Class C Common Units reported herein. |
(4) | Because of the relationship between the Reporting Persons and Enfield Holdings, the Reporting Persons may have been deemed to have beneficially owned the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Enfield Holdings. |
(5) | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
Remarks: (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Gerald Neugebauer is signing on behalf of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TPG Advisors VII, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
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| Former 10% Holder |
BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
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| Former 10% Holder |
COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
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| Former 10% Holder |
Signatures
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/s/ Michael LaGatta, Vice President, TPG Advisors VII, Inc. (6) | | 8/6/2021 |
**Signature of Reporting Person | Date |
/s/ Gerald Neugebauer on behalf of David Bonderman (6)(7) | | 8/6/2021 |
**Signature of Reporting Person | Date |
/s/ Gerald Neugebauer on behalf of James G. Coulter (6)(7) | | 8/6/2021 |
**Signature of Reporting Person | Date |
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