Edgar Filing: Enable Midstream Partners, LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â OGE ENERGY CORP.

2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2014

3. Issuer Name and Ticker or Trading Symbol
Enable Midstream Partners, LP [ENBL]

(Last)

(First)

(Middle)

321 NORTH HARVEY,Â P.O. BOX 321

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

OKLAHOMA CITY,Â OKÂ 73101

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units Representing Limited Partner Interests	42,832,291 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subordinated Units Representing Limited Partner Interests	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Units	68,150,514 ⁽²⁾ ⁽³⁾	$ 0	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OGE ENERGY CORP. 321 NORTH HARVEY P.O. BOX 321 OKLAHOMA CITY,Â OKÂ 73101	Â	Â X	Â	Â
OGE Enogex Holdings LLC 321 NORTH HARVEY P.O. BOX 321 OKLAHOMA CITY,Â OKÂ 73101	Â	Â X	Â	Â

Signatures

OGE Energy Corp., /s/ Patricia D. Horn, Vice President, Governance and Corporate Secretary		04/10/2014
^**Signature of Reporting Person		Date
OGE Enogex Holdings LLC, By: OGE Energy Corp., its Sole Member, /s/ Patricia D. Horn, Vice President, Governance and Corporate Secretary		04/10/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	This Form 3 is being filed jointly by OGE Energy Corp. ("OGE Energy") and OGE Enogex Holdings LLC ("OGE Holdings") in connection with the effectiveness of the Registration Statement on Form S-1 (File No. 333-192542) (the "Registration Statement") filed by Enable Midstream Partners, LP (the "Issuer"). OGE Energy owns all of the outstanding membership interests in OGE Holdings, which is the record holder of the common units and subordinated units. OGE Energy may be deemed the beneficial owner of all common and subordinated units held by OGE Holdings.
(2)	As of April 10, 2014, OGE Energy, through its wholly owned subsidiary OGE Holdings, holds 42,832,291 common units, representing an 11.0% limited partner interest in the Issuer and 68,150,514 subordinated units, representing a 17.5% interest in the Issuer, for a combined 28.5% limited partner interest in the Issuer.
(3)	(Continued from footnote 2) Also, as described in the Registration Statement, through its indirect 60% economic interest in Enable GP, LLC (the "General Partner"), OGE Energy will hold 60% of the incentive distribution rights in 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 the incentive distribution rights into common units as described in the Registration Statement.
(4)	Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement.

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