SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
CenterPoint Energy Midstream, Inc.

(Last) (First) (Middle)
1111 LOUISIANA

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/04/2018
3. Issuer Name and Ticker or Trading Symbol
Enable Midstream Partners, LP [ ENBL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units Representing Limited Partner Interests 233,856,623(1)(2) D(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This Form 3 is being filed by CenterPoint Energy Midstream, Inc. ("CNP Midstream") in connection with the Internal Spin (as defined below). Following the Internal Spin, CenterPoint Energy, Inc. ("CenterPoint Energy") directly owns all of the outstanding equity interests in CNP Midstream, which is the record holder of the common units of Enable Midstream Partners, LP (the "Issuer"). CenterPoint Energy may be deemed the beneficial owner of all common units held by CNP Midstream. Pursuant to the Internal Spin (as defined below), CenterPoint Energy Resources Corp., an indirect wholly owned subsidiary of CenterPoint Energy ("CERC"), is separately filing an "exit" Form 4 to report that it is no longer the beneficial owner or record holder of securities of the Issuer. The Internal Spin did not involve any purchase or sale of securities of the Issuer (Blau v. Mission Corp., 212. F.2d 77, 79 (2d Cir. 1954)).
2. On September 4, 2018, CNP Midstream entered into a Contribution Agreement, by and between CERC and CNP Midstream, a wholly owned subsidiary of CERC, pursuant to which CERC contributed all of the common units of the Issuer held by CERC to CNP Midstream. Immediately following such contribution, CERC distributed all of its interest in CNP Midstream to Utility Holding, LLC ("Utility Holding"), CERC's sole stockholder and a wholly owned subsidiary of CenterPoint Energy. Utility Holding then distributed all of its interest in CNP Midstream to CenterPoint Energy, its sole member (collectively, such transactions, the "Internal Spin"). Pursuant to the Internal Spin, CNP Midstream, a wholly owned subsidiary of CenterPoint Energy, became the sole record holder of the common units of the Issuer.
Remarks:
CenterPoint Energy Midstream, Inc., /s/ Vincent A. Mercaldi, Corporate Secretary 09/06/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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