Sec Form 3 Filing - Enable GP, LLC @ Enable Midstream Partners, LP - 2014-04-10

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Enable GP, LLC
2. Issuer Name and Ticker or Trading Symbol
Enable Midstream Partners, LP [ ENBL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Footnotes
(Last) (First) (Middle)
ONE LEADERSHIP SQUARE, 211 NORTH ROBINSON AVENUE, SUITE 950
3. Date of Earliest Transaction (MM/DD/YY)
04/10/2014
(Street)
OKLAHOMA CITY, OK73102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 0 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Enable GP, LLC
ONE LEADERSHIP SQ UARE
211 NORTH ROBINSON AVENUE, SUITE 950
OKLAHOMA CITY, OK73102
See Footnotes
Signatures
/s/ J. Brent Hagy, Deputy General Counsel, Secretary and Chief Ethics and Compliance Officer 04/10/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the Registration Statement on Form S-1 (File No. 333-192542) (the "Registration Statement"), in connection with the formation transactions of Enable Midstream Partners, LP (the "Issuer"), the Issuer issued to Enable GP, LLC, the general partner of the Issuer (the "General Partner"), a non-economic general partner interest and all of the incentive distribution rights of the Issuer. Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions as set forth in the Registration Statement. In certain circumstances, if the General Partner is removed as the general partner of the Issuer, the General Partner will have the right to convert its general partner interest and incentive distribution rights into common units as described in the Registration Statement.

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).
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