Amendment: SEC Form SCHEDULE 13D/A filed by EnLink Midstream LLC
$ENLC
Natural Gas Distribution
Utilities
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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EnLink Midstream, LLC (Name of Issuer) |
Common Units (Title of Class of Securities) |
29336T100 (CUSIP Number) |
ONEOK, Inc. Attention: Walter S. Hulse, III, 100 W. Fifth Street Tulsa, OK, 74103 (918) 588-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 29336T100 |
| 1 |
Name of reporting person
ONEOK, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
OKLAHOMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Units | |
| (b) | Name of Issuer:
EnLink Midstream, LLC | |
| (c) | Address of Issuer's Principal Executive Offices:
1722 ROUTH STREET, SUITE 1300, DALLAS,
TEXAS
, 75201. | |
Item 1 Comment:
Explanatory Note.
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the Schedule 13D originally filed by ONEOK, Inc., an Oklahoma corporation ("ONEOK" or the "Reporting Person"), with the Securities and Exchange Commission, on October 15, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Person on November 24, 2024 (together with the Original Schedule 13D, the "Schedule 13D"), relating to the common units representing limited liability company interests (the "EnLink Units") of EnLink Midstream, LLC, a Delaware limited liability company (the "Issuer" or "EnLink"). Capitalized terms used but not defined herein shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On January 31, 2025, pursuant to the Merger Agreement, at the First Merger Effective Time, each EnLink Unit issued and outstanding as of immediately prior to the First Merger Effective Time (except for EnLink Units that were owned immediately prior to the First Merger Effective Time by ONEOK) was converted into the right to receive 0.1412 shares of ONEOK Common Stock. Promptly thereafter, pursuant to the Second Merger, the Issuer merged with and into Merger Sub II, with the separate limited liability company existence of the Issuer ceasing and Merger Sub II surviving the Second Merger as a direct wholly owned subsidiary of ONEOK.
Following the consummation of the Merger Transaction, the EnLink Units ceased to be listed on the New York Stock Exchange and Merger Sub II (as successor in interest to the Issuer) intends to file with the SEC a certification and notice of termination of registration on Form 15 with respect to the EnLink Units, requesting that the EnLink Units be deregistered under Section 12(g) of the Act and that the reporting obligations with respect to the EnLink Units under Sections 13(a) and 15(d) of the Act be suspended. As a result of the Second Merger, the Issuer's separate limited liability company existence ceased, and the Reporting Person does not beneficially own any EnLink Units or have any voting power or dispositive power over any EnLink Units. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The response of the Reporting Person to rows 7 through 13 on the cover page of this Amendment No. 2 are incorporated by reference herein. As a result of the Second Merger, as described in Item 4, the Reporting Person no longer beneficially owns any securities of the Issuer nor has sole or shared power to vote, direct the vote, dispose or direct the disposition with respect to any securities of the Issuer, and the filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an "exit" filing for the Reporting Person. | |
| (b) | The response of the Reporting Person to rows 7 through 13 on the cover page of this Amendment No. 2 are incorporated by reference herein. As a result of the Second Merger, as described in Item 4, the Reporting Person no longer beneficially owns any securities of the Issuer nor has sole or shared power to vote, direct the vote, dispose or direct the disposition with respect to any securities of the Issuer, and the filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an "exit" filing for the Reporting Person. | |
| (c) | Except as described in this Amendment No. 2, the Reporting Person has not effected any transactions in EnLink Units of the Issuer during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | As of January 31, 2025 and as a result of the Second Merger, the Reporting Person ceased to beneficially own more than 5% of the outstanding EnLink Units. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented by adding the following to the end thereof:
The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference herein. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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