SEC FORM 4

SEC Form 4

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^*

Batchelder Eric David

(Last)

(First)

(Middle)

1722 ROUTH STREET

SUITE 1300

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EnLink Midstream, LLC [ ENLC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	01/25/2019		A⁽¹⁾⁽²⁾		104,196⁽³⁾	A	⁽¹⁾⁽²⁾	187,972	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Reporting Person acquired beneficial ownership of 104,196 common units representing limited liability company interests ("Common Units") in EnLink Midstream, LLC (the "Issuer") as consideration in the merger (the "Merger") of NOLA Merger Sub, LLC ("Merger Sub") with and into EnLink Midstream Partners, LP ("ENLK"), with ENLK surviving the merger as a subsidiary of the Issuer. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of October 21, 2018 (the "Merger Agreement"), by and among the Issuer, EnLink Midstream Manager, LLC, Merger Sub, ENLK, and EnLink Midstream GP, LLC. The Merger closed on January 25, 2019 and was effective as of 9:30 a.m. Central Time on that date (the "Effective Time").

2. (Continued from Footnote 1) At the Effective Time, (i) each common unit representing a limited partner interest in ENLK ("ENLK Common Unit") held by the Reporting Person immediately prior to the Merger converted into the right to receive 1.15 (the "Exchange Ratio") Common Units, and (ii) as further described in the Merger Agreement, each Restricted Incentive Unit under ENLK's long-term incentive plan (an "ENLK RIU") held by the Reporting Person immediately prior to the Merger converted into an award with respect to Common Units with substantially the same terms as such ENLK RIU, but subject to adjustment to take into account the Exchange Ratio.

3. Includes 90,015 unvested Restricted Incentive Units with respect to Common Units of which the Reporting Person acquired beneficial ownership as a result of the conversion at the Effective Time of the unvested ENLK RIUs held by the Reporting Person immediately prior to the Effective Time, of which (i) 38,346 will vest on January 1, 2021 and (ii) 51,669 will vest 50% on the second anniversary of the vesting commencement date of August 1, 2018 and 50% on the third anniversary of the vesting commencement date of August 1, 2018.

	/s/ Barry E. Davis, by power of attorney	01/29/2019
	** 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).
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