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 INC (Last) (First) (Middle) 1111 LOUISIANA (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/10/2014	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) Form filed by One Reporting Person X 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	87,803,909(1)(2)(3)	I(1)(2)(3)	See Footnotes(1)(2)(3)

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
Subordinated Units Representing Limited Partner Interests	(4)	(4)	Common Units	139,704,916(2)(3)(4)	0.00	I(1)(2)(3)	See Footnotes(1)(2)(3)
Right to Acquire Common Units	(5)(6)	(5)(6)	Common Units	6,347,798	(5)(6)	I(5)(6)	See Footnotes(5)(6)

1. Name and Address of Reporting Person* CENTERPOINT ENERGY INC (Last) (First) (Middle) 1111 LOUISIANA (Street) HOUSTON TX 77002 (City) (State) (Zip)

1. Name and Address of Reporting Person* CENTERPOINT ENERGY RESOURCES CORP (Last) (First) (Middle) 1111 LOUISIANA (Street) HOUSTON TX 77002 (City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being filed jointly by CenterPoint Energy, Inc. ("CenterPoint Energy") and CenterPoint Energy Resources Corp. ("CERC") in connection with the effectiveness of the Registration Statement on Form S-1 (File No. 333-192542) (the "Registration Statement") filed by Enable Midstream Partners, LP (the "Issuer"). CenterPoint Energy indirectly owns all of the outstanding equity interests in CERC, which is the record holder of the common units and subordinated units. CenterPoint Energy may be deemed the beneficial owner of all common and subordinated units held by CERC.

2. As of April 10, 2014, CenterPoint Energy, through CERC, holds 87,803,909 common units, representing a 22.5% limited partner interest in the Issuer and 139,704,916 subordinated units, representing a 35.8% interest in the Issuer, for a combined 58.3% limited partner interest in the Issuer.

3. (Continued from footnote 2) Also, as described in the Registration Statement, through its indirect 40% economic interest in Enable GP, LLC (the "General Partner"), CenterPoint Energy will hold 40% of the incentive distribution rights in the Issuer. Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions as set forth in the Registration Statement. In certain circumstances, if the General Partner is removed as the general partner of the Issuer, the General Partner will have the right to convert the incentive distribution rights into common units as described in the Registration Statement.

4. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement.

5. Under the master formation agreement pursuant to which the Issuer was formed, CenterPoint Energy has certain put rights, and the Issuer has certain call rights, exercisable with respect to a 24.95% interest in Southeast Supply Header, LLC ("SESH") (which may be exercised no earlier than May 2014) and a 0.1% interest in SESH (which may be exercised no earlier than May 2015). If CenterPoint Energy were to exercise its put rights or the Issuer were to exercise its call rights, CenterPoint Energy would contribute to the Issuer its 24.95% interest in SESH in exchange for 6,322,457 common units and its 0.1% interest in SESH in exchange for 25,341 common units.

6. (Continued from footnote 5) Subject to certain restrictions, if the fair market value of the contributed SESH interest is more or less than the value contemplated in the master formation agreement, a cash payment may be required to be made by either the Issuer or CenterPoint Energy in order to ensure that the value of the total consideration paid by the Issuer equals the fair market value of the contributed SESH interest.

Remarks:

	CenterPoint Energy, Inc., /s/ Richard B. Dauphin, Assistant Corporate Secretary	04/10/2014
	CenterPoint Energy Resources Corp., /s/ Richard B. Dauphin, Assistant Corporate Secretary	04/10/2014
	** Signature of Reporting Person	Date
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