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*
ArcLight Capital Partners, LLC

(Last) (First) (Middle)
200 CLARENDON STREET, 55TH FLOOR

(Street)
BOSTON MA 02117

(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 51,527,730(1)(2)(3)(4) I(1)(2)(3)(4) See Footnotes(1)(2)(3)(4)
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
1. Name and Address of Reporting Person*
ArcLight Capital Partners, LLC

(Last) (First) (Middle)
200 CLARENDON STREET, 55TH FLOOR

(Street)
BOSTON MA 02117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ArcLight Capital Holdings, LLC

(Last) (First) (Middle)
200 CLARENDON STREET, 55TH FLOOR

(Street)
BOSTON MA 02117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bronco Midstream Infrastructure, LLC

(Last) (First) (Middle)
200 CLARENDON STREET, 55TH FLOOR

(Street)
BOSTON MA 02117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Enogex Holdings LLC

(Last) (First) (Middle)
200 CLARENDON STREET, 55TH FLOOR

(Street)
BOSTON MA 02117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ArcLight Energy Partners Fund IV LP

(Last) (First) (Middle)
200 CLARENDON STREET, 55TH FLOOR

(Street)
BOSTON MA 02117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCLIGHT ENERGY PARTNERS FUND V, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET, 55TH FLOOR

(Street)
BOSTON MA 02117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bronco Midstream Partners, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET, 55TH FLOOR

(Street)
BOSTON MA 02117

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed jointly by ArcLight Capital Partners, LLC, ArcLight Capital Holdings, LLC, ArcLight Energy Partners Fund V, L.P., ArcLight Energy Partners Fund IV, L.P., Bronco Midstream Partners, L.P., Bronco Midstream Infrastructure LLC ("Bronco") and Enogex Holdings LLC ("Enogex Holdings" and collectively with the foregoing and their respective general partners and subsidiaries, "ArcLight") 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"). The common units reported herein are held by Enogex Holdings and Bronco.
2. (Continued from footnote 1) ArcLight Energy Partners Fund V, L.P., ArcLight Energy Partners Fund IV, L.P. and Bronco Midstream Partners, L.P. have monetary interests in the shares reported on this Form 3. ArcLight Capital Partners, LLC is the investment advisor for, and ArcLight Capital Holdings, LLC is the managing partner of the general partner of ArcLight Energy Partners Fund V, L.P.and ArcLight Energy Partners Fund IV, L.P. ArcLight Capital Holding, LLC is the sole member of the general partner of Bronco Midstream Partners, L.P. Each Reporting Person disclaims beneficial ownership except to the extent of their monetary interest therein.
3. As described in the Registration Statement, in connection with the formation transactions of the Issuer, ArcLight contributed certain assets to and entered into certain agreements with the Issuer and, in consideration thereof, received, through Bronco and Enogex Holdings, 51,527,730 common units, representing as of April 10, 2014, a 13.2% limited partner interest in the Issuer.
4. As described in the Registration Statement in connection with the closing of the initial public offering of the Issuer, ArcLight granted the underwriters a 30-day option to purchase up to an aggregate of 3,750,000 additional comment units. As of the closing of the initial public offering of the Issuer, ArcLight, through Bronco and Enogex Holdings, will hold 51,527,730 common units, representing a 12.4% limited partner interest in the Issuer (or 47,777,730 common units, representing an 11.5% limited partner interest in the Issuer if the underwriters exercise in full their option to purchase additional common units).
Remarks:
ArcLight Capital Partners, LLC, /s/ Daniel R. Revers, Managing Partner 04/10/2014
ArcLight Capital Holdings, LLC, /s/ Daniel R. Revers, Manager 04/10/2014
Bronco Midstream Infrastructure, LLC, /s/ Daniel R. Revers, President 04/10/2014
Enogex Holdings LLC, /s/ Daniel R. Revers, President 04/10/2014
ArcLight Energy Partners Fund IV, L.P., By: ArcLight PEF GP IV, LLC, its general partner, By: ArcLight Capital Holdings, LLC, its manager, /s/ Daniel R. Revers, Managing Partner 04/10/2014
ArcLight Energy Partners Fund V, L.P., By: ArcLight PEF GP V, LLC, its general partner, By: ArcLight Capital Holdings, LLC, its manager, /s/ Daniel R. Revers, Managing Partner 04/10/2014
Bronco Midstream Partners, L.P., By: Bronco Partners GP, LLC, /s/ Daniel R. Revers, President 04/10/2014
** Signature of Reporting Person Date
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