SEC Form 4: Centerpoint Energy Inc disposed of 233,856,623 units of Common Units Representing Limited Partner Interests and disposed of 14,520,000 units of 10% Series A Preferred Units, closing all direct ownership in the company
$ENBL
Natural Gas Distribution
Public Utilities
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Enable Midstream Partners, LP [ ENBL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/02/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Units Representing Limited Partner Interests | 12/02/2021 | J(1)(2)(3) | 233,856,623 | D(1)(2)(3) | (1)(2)(3)(4) | 0(1)(2)(3)(4) | I(5) | See Footnote(5) | ||
| 10% Series A Preferred Units | 12/02/2021 | J(1)(2)(3) | 14,520,000 | D(1)(2)(3) | (1)(2)(3)(4) | 0(1)(2)(3)(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On December 2, 2021, pursuant to the Agreement and Plan of Merger dated as of February 16, 2021 (the "Merger Agreement") by and among Enable Midstream Partners, LP (the "Issuer"), Energy Transfer LP, a Delaware limited partnership ("Energy Transfer"), Elk Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Energy Transfer ("LP Merger Sub"), Elk GP Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Energy Transfer ("GP Merger Sub"), Enable GP, LLC, a Delaware limited liability company and the sole general partner of the Issuer (the "General Partner"), solely for the purposes of Section 2.1(a)(i) therein, LE GP, LLC, a Delaware limited liability company and sole general partner of Energy Transfer ("LE GP"), |
| 2. (Continued from footnote 1) and, solely for purposes of Section 1.1(b)(i) therein, CenterPoint Energy, Inc., a Texas corporation ("CenterPoint Energy"), (i) LP Merger Sub merged with and into the Issuer (the "LP Merger"), with the Issuer surviving the LP Merger as a wholly owned subsidiary of Energy Transfer (the "Surviving Entity"), (ii) GP Merger Sub merged with and into the General Partner (the "GP Merger" and, together with the LP Merger, the "Mergers"), with the General Partner surviving the GP Merger as a direct wholly owned subsidiary of Energy Transfer (the "GP Surviving Entity") and (iii) CenterPoint Energy contributed, assigned, transferred, |
| 3. (Continued from footnote 2) conveyed and delivered to Energy Transfer, and Energy Transfer acquired, assumed, accepted and received from CenterPoint Energy, all of CenterPoint Energy's right, title and interest in each 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in the Issuer (the "Series A Preferred Units") issued and outstanding at such time in exchange for 0.0265 newly issued 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units of Energy Transfer. Pursuant to the Mergers, CenterPoint Energy Midstream, Inc. ("CNP Midstream") and CenterPoint Energy are filing this "exit" Form 4 to report that they are no longer the beneficial owners or record holders of securities of the Issuer. |
| 4. In connection with the LP Merger, at the effective time of the LP Merger (the "Effective Time"), each common unit representing a limited partner interest in the Issuer (the "Issuer Common Units") issued and outstanding immediately prior to the Effective Time (other than the Issuer Common Units held directly by Energy Transfer, Merger Sub or GP Merger Sub immediately prior to the Effective Time) was converted into the right to receive 0.8595 common units representing limited partner interests in Energy Transfer. |
| 5. This Form 4 is being filed jointly by CNP Midstream and CenterPoint Energy in connection with the acquisition of the Issuer by Energy Transfer. CenterPoint Energy directly owned all of the outstanding equity interests in CNP Midstream, which, prior to the acquisition, was the record holder of the applicable Issuer Common Units. CenterPoint Energy may be deemed the beneficial owner of all Issuer Common Units held by CNP Midstream. |
| Remarks: |
| CenterPoint Energy Midstream, Inc., /s/ Vincent A. Mercaldi, Corporate Secretary | 12/03/2021 | |
| CenterPoint Energy, Inc., /s/ Vincent A. Mercaldi, Corporate Secretary | 12/03/2021 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||