SEC Form 4: Sailor Rodney was granted 736,650 units of Common Units and returned 1,662,474 units of Common Units to the company, 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 | 12/02/2021 | A | 114,063(1)(2) | A | $0.00 | 1,039,887 | D | |||
| Common Units | 12/02/2021 | A | 251,660(3) | A | $0.00 | 1,291,547 | D | |||
| Common Units | 12/02/2021 | A | 370,927(4) | A | $0.00 | 1,662,474 | D | |||
| Common Units | 12/02/2021 | D | 1,662,474 | D | (5) | 0 | 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 | ||||||||
| Explanation of Responses: |
| 1. Represents common units to be received with respect to performance awards granted under the Issuer's Long Term Incentive Plan on March 1, 2019. On December 2, 2021, pursuant to the Agreement and Plan of Merger, dated February 16, 2021 (the "Merger Agreement"), (i) a direct wholly owned subsidiary of Energy Transfer LP ("Energy Transfer") merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Energy Transfer (the "LP Merger"), and (ii) immediately following the LP Merger, another direct wholly owned subsidiary of Energy Transfer merged with and into Enable GP, LLC ("Enable GP"), with Enable GP surviving the merger as a direct wholly owned subsidiary of Energy Transfer (the "GP Merger" and together with the LP Merger, the "Merger"). |
| 2. (Continued from Footnote 1) Pursuant to the Merger Agreement, the achievement of performance criteria under each outstanding performance award of the Issuer granted on March 1, 2019 was determined to be the target level of performance applicable to such performance award as of the date immediately prior to the effective time of the Merger. |
| 3. Represents common units to be received with respect to performance awards granted under the Issuer's Long Term Incentive Plan on March 2, 2020. Pursuant to the Merger Agreement, the achievement of performance criteria under each outstanding performance award of the Issuer granted on March 2, 2020 was determined to be 113% of target, the level of performance applicable to such performance award as of the date immediately prior to the effective time of the Merger. |
| 4. Represents common units to be received with respect to performance awards granted under the Issuer's Long Term Incentive Plan on March 3, 2021. Pursuant to the Merger Agreement, the achievement of performance criteria under each outstanding performance award of the Issuer granted on March 3, 2021 was determined to be the target level of performance applicable to such performance award as of the date immediately prior to the effective time of the Merger. |
| 5. On December 2, 2021, pursuant to the Merger Agreement, (i) each eligible common unit issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.8595 common units representing limited partnership interests in Energy Transfer (the "Energy Transfer common units"). On December 2, 2021, the closing price of the Energy Transfer common units was $8.32. |
| Remarks: |
| The Reporting Person is an officer of Enable GP, the general partner of the issuer. The Issuer is managed by the board of directors and the officers of the general partner. |
| J. Brent Hagy, attorney-in-fact | 12/02/2021 | |
| ** 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. | ||