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Ownership Document
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| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 8/4/21 |
| Issuer: |
| Issuer CIK: 1179060 |
| Issuer Name: EnLink Midstream Partners, LP |
| Issuer Trading Symbol: ENLC |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 886982 |
| | Owner Name: GOLDMAN SACHS GROUP INC |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 769993 |
| | Owner Name: GOLDMAN SACHS & CO. LLC |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1663294 |
| | Owner Name: WEST STREET INTERNATIONAL INFRASTRUCTURE PARTNERS III, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1663293 |
| | Owner Name: WEST STREET EUROPEAN INFRASTRUCTURE PARTNERS III, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1649329 |
| | Owner Name: West Street Global Infrastructure Partners III, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282-2198 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1575993 |
| | Owner Name: Broad Street Principal Investments, L.L.C. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1643141 |
| | Owner Name: West Street Energy Partners AIV-1, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1643228 |
| | Owner Name: West Street Energy Partners Offshore Holding-B AIV-1, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1643137 |
| | Owner Name: West Street Energy Partners Offshore-B AIV-1, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1643466 |
| | Owner Name: West Street Energy Partners Offshore AIV-1, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Ten Percent Owner? Yes |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series B Cumulative Convertible Preferred Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 8/4/21 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 60,499,149 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Units |
| | | Underlying Security Shares: |
| Value: 69,574,201.35 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Footnote ID: F6 |
| Footnotes: |
| Footnote - F1: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), West Street International Infrastructure Partners III, L.P. ("WS International"), West Street European Infrastructure Partners III, L.P. ("WS European"), West Street Global Infrastructure Partners III, L.P. ("WS Global"), Broad Street Principal Investments, L.L.C. ("BS Principal"), West Street Energy Partners Offshore - B AIV-1, L.P. ("WS Offshore B"), West Street Energy Partners AIV-1, L.P. ("WS AIV"), West Street Energy Partners Offshore AIV-1, L.P. ("WS Offshore AIV"), West Street Energy Partners Offshore Holding - B AIV-1, L.P. ("WS Holdings B"), Broad Street Infrastructure Advisors III, L.L.C. ("BS Infrastructure"), (continued in footnote 2) |
| Footnote - F2: and Broad Street Energy Advisors AIV-1, L.L.C. ("BS Energy AIV", and together with WS International, WS European, WS Global, BS Principal, WS Offshore B, WS AIV, WS Offshore AIV, WS Holdings B and BS Infrastructure, the "GS Entities"), WSIP Egypt Holdings, LP ("WSIP") and WSEP Egypt Holdings, LP ("WSEP", and together with WSIP, GS Group, Goldman Sachs and the GS Entities, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. |
| Footnote - F3: Pursuant to the terms of the Tenth Amended and Restated Agreement of Limited Partnership of ENLK, dated as of January 25, 2019, Enfield Holdings may exchange all or a portion of its Series B Preferred Units (along with a corresponding number of 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 is not subject to an expiration date. |
| Footnote - F4: Because of the relationship by and between the GS Entities, WSIP and WSEP on the one hand and Holdings on the other hand, the GS Entities, WSIP and WSEP may have been deemed (for purposes of Rule 13d-3(a) and Rule 16a-1(a) only and not for any other applicable purpose), to beneficially own 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 Holdings. |
| Footnote - F5: For purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), GS Group and Goldman Sachs may have been deemed to beneficially own indirectly 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 Holdings, as (i) Goldman Sachs is an investment manager of certain of the GS Entities, (ii) Goldman Sachs is a subsidiary of GS Group, and (iii) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner or investment manager of the GS Entities. |
| Footnote - F6: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act pf 1934, as amended, or for any other purpose. |
| Owner Signature: |
| Signature Name: The Goldman Sachs Group, Inc. By: Name: Jamison Yardley Title: Attorney in Fact |
| Signature Date: 8/6/21 |
| Owner Signature: |
| Signature Name: Goldman Sachs & Co. LLC By: Name: Jamison Yardley Title: Attorney in Fact |
| Signature Date: 8/6/21 |
| Owner Signature: |
| Signature Name: West Street International Infrastructure Partners III, L.P. By: Broad Street Infrastructure Advisors III, L.L.C., its General Partner By: Name: Jamison Yardley Title: Attorney in Fact |
| Signature Date: 8/6/21 |
| Owner Signature: |
| Signature Name: West Street European Infrastructure Partners III, L.P. By: Broad Street Infrastructure Advisors III, L.L.C., its General Partner By: Name: Jamison Yardley Title: Attorney in Fact |
| Signature Date: 8/6/21 |
| Owner Signature: |
| Signature Name: West Street Global Infrastructure Partners III, L.P. By: Broad Street Infrastructure Advisors III, L.L.C., its General Partner By: Name: Jamison Yardley Title: Attorney in Fact |
| Signature Date: 8/6/21 |
| Owner Signature: |
| Signature Name: Broad Street Principal Investments, L.L.C. By: Goldman Sachs & Co. LLC, its Manager By: Name: Jamison Yardley Title: Attorney in Fact |
| Signature Date: 8/6/21 |
| Owner Signature: |
| Signature Name: West Street Energy Partners AIV-1, L.P. By: Broad Street Energy Advisors AIV-1, L.L.C., its General Partner By: Name: Jamison Yardley Title: Attorney in Fact |
| Signature Date: 8/6/21 |
| Owner Signature: |
| Signature Name: West Street Energy Partners Offshore Holding - B AIV-1, L.P. By: Broad Street Energy Advisors AIV-1, L.L.C., its General Partner By: Name: Jamison Yardley Title: Attorney in Fact |
| Signature Date: 8/6/21 |
| Owner Signature: |
| Signature Name: West Street Energy Partners Offshore - B AIV-1, L.P. By: Broad Street Energy Advisors AIV-1, L.L.C., its General Partner By: Name: Jamison Yardley Title: Attorney in Fact |
| Signature Date: 8/6/21 |
| Owner Signature: |
| Signature Name: West Street Energy Partners Offshore AIV-1, L.P. By: Broad Street Energy Advisors AIV-1, L.L.C., its General Partner By: Name: Jamison Yardley Title: Attorney in Fact |
| Signature Date: 8/6/21 |
