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 CENTERPOINT ENERGY INC

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)

1111 LOUISIANA

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)

HOUSTON,Â TXÂ 77002

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	87,803,909 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Subordinated Units Representing Limited Partner Interests	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Units	139,704,916 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	$ 0	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Right to Acquire Common Units	Â ⁽⁵⁾⁽⁶⁾	Â ⁽⁵⁾⁽⁶⁾	Common Units	6,347,798	$ ⁽⁵⁾ ⁽⁶⁾	I ⁽⁵⁾ ⁽⁶⁾	See Footnotes ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CENTERPOINT ENERGY INC 1111 LOUISIANA HOUSTON,Â TXÂ 77002	Â	Â X	Â	Â
CENTERPOINT ENERGY RESOURCES CORP 1111 LOUISIANA HOUSTON,Â TXÂ 77002	Â	Â X	Â	Â

Signatures

CenterPoint Energy, Inc., /s/ Richard B. Dauphin, Assistant Corporate Secretary		04/10/2014
^**Signature of Reporting Person		Date
CenterPoint Energy Resources Corp., /s/ Richard B. Dauphin, Assistant 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 CenterPoint Energy, Inc. ("CenterPoint Energy") and CenterPoint Energy Resources Corp. ("CERC") 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"). CenterPoint Energy indirectly owns all of the outstanding equity interests in CERC, which is the record holder of the common units and subordinated units. CenterPoint Energy may be deemed the beneficial owner of all common and subordinated units held by CERC.
(2)	As of April 10, 2014, CenterPoint Energy, through CERC, holds 87,803,909 common units, representing a 22.5% limited partner interest in the Issuer and 139,704,916 subordinated units, representing a 35.8% interest in the Issuer, for a combined 58.3% limited partner interest in the Issuer.
(3)	(Continued from footnote 2) Also, as described in the Registration Statement, through its indirect 40% economic interest in Enable GP, LLC (the "General Partner"), CenterPoint Energy will hold 40% 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.
(5)	Under the master formation agreement pursuant to which the Issuer was formed, CenterPoint Energy has certain put rights, and the Issuer has certain call rights, exercisable with respect to a 24.95% interest in Southeast Supply Header, LLC ("SESH") (which may be exercised no earlier than May 2014) and a 0.1% interest in SESH (which may be exercised no earlier than May 2015). If CenterPoint Energy were to exercise its put rights or the Issuer were to exercise its call rights, CenterPoint Energy would contribute to the Issuer its 24.95% interest in SESH in exchange for 6,322,457 common units and its 0.1% interest in SESH in exchange for 25,341 common units.
(6)	(Continued from footnote 5) Subject to certain restrictions, if the fair market value of the contributed SESH interest is more or less than the value contemplated in the master formation agreement, a cash payment may be required to be made by either the Issuer or CenterPoint Energy in order to ensure that the value of the total consideration paid by the Issuer equals the fair market value of the contributed SESH interest.

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