X0306 4 2018-07-18 1 0001179060 EnLink Midstream Partners, LP ENLK 0001090012 DEVON ENERGY CORP/DE 333 WEST SHERIDAN AVE OKLAHOMA CITY OK 73102 0 0 0 1 See Remarks. 0000837330 DEVON ENERGY CORP /OK/ 333 WEST SHERIDAN AVE. OKLAHOMA CITY OK 73102 0 0 0 1 See Remarks 0001602762 DEVON GAS CO., L.L.C. 333 WEST SHERIDAN AVE. OKLAHOMA CITY OK 73102 0 0 0 1 See Remarks Common Units 2018-07-18 4 S 0 183189051 D 0 I See Footnotes Devon Gas Services, L.P. ("Devon Gas Services"), Southwestern Gas Pipeline, L.L.C. ("Southwestern Gas"), EnLink Midstream Manager, LLC (the "Manager"), GIP III Stetson I, L.P. ("MLP Acquiror"), GIP III Stetson II, L.P. ("ENLC Acquiror") and, solely for certain purposes described therein, Devon Energy Corporation ("Devon") are parties to a Purchase Agreement, dated June 5, 2018 (the "Purchase Agreement"). On July 18, 2018, the parties to the Purchase Agreement consummated the transactions contemplated thereby, pursuant to which, among other things, (a) Devon Gas Services transferred to ENLC Acquiror 115,495,669 common units representing limited liability company interests in EnLink Midstream, LLC ("EnLink Midstream"), (Continued from Footnote 1) (b) Devon Gas Services transferred to MLP Acquiror (i) 87,128,717 common units ("Common Units") representing limited partner interests in the Issuer and (ii) all of the outstanding limited liability company interests in the Manager and (c) Southwestern Gas transferred to MLP Acquiror 7,531,883 Common Units, for an aggregate consideration of $3,125,000,000. Devon Gas Services and Southwestern Gas are each indirect wholly-owned subsidiaries of Devon. Devon is a public company and owns 100% of the outstanding common stock of Devon Energy Corporation (Oklahoma) ("Devon OK"). Devon OK owns 100% of the limited liability company interests of Devon Gas Co., L.L.C. ("Devon Gas Co."). Devon Gas Co. owns 100% of the limited partner interests of Devon Gas Services and 100% of the outstanding common stock of Devon Gas Operating, Inc., the general partner of Devon Gas Services. Devon Gas Co. also owns 100% of the outstanding limited liability company interests of Southwestern Gas. EnLink Midstream owns 100% of the outstanding common stock of each of EnLink Midstream, Inc. ("EMI"), the holder of 20,280,252 Common Units, and Acacia Natural Gas Corp I, Inc. ("Acacia"), the holder of 68,248,199 Common Units. As a result of the transactions consummated by the parties to the Purchase Agreement, Devon Gas Services sold all of its interests in EnLink Midstream and the Manager, resulting in Devon Gas Services and the other reporting persons ceasing to beneficially own any Common Units held by EMI or Acacia. No Longer Section 16 Reporting Person /s/ David A. Hager, President and Chief Executive Officer of Devon Energy Corporation 2018-07-18 /s/ David A. Hager, President and Chief Executive of Devon Energy Corporation (Oklahoma) 2018-07-18 /s/ David A. Hager, President and Chief Executive of Devon Gas Co., L.L.C. 2018-07-18