Edgar Filing: Enable Midstream Partners, LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________________________________________________________

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

_________________________________________________________________________________________________________________________

ENABLE MIDSTREAM PARTNERS, LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

292480100

(CUSIP Number)

August 8, 2018

(Date of Event which Requires filing of this Statement)

________________________________________________________________________________________________________________________

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 292480100

Schedule 13G/A

Page 2 of 13

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Bronco Midstream Infrastructure, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			31,238,773⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			31,238,773⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,238,773⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

⁽¹⁾	Represents 31,238,773 common units representing limited partner interests ("Common Units"), or 7.2% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC. See Item 4 for a description of the ownership relationship between the Reporting Persons.
⁽²⁾	Based upon 433,068,427 Common Units outstanding as of July 13, 2018, as reported in the Issuer's quarterly report on Form 10-Q (File No. 1-36413) filed on August 2, 2018.

CUSIP No. 292480100

Schedule 13G/A

Page 3 of 13

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Enogex Holdings LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			31,238,773⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			31,238,773⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,238,773⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

⁽¹⁾	Represents 31,238,773 common units representing limited partner interests ("Common Units") held by Bronco Midstream Infrastructure, LLC, an indirect wholly owned subsidiary of Enogex Holdings LLC ("Enogex"). Enogex does not own any Common Units in the Issuer. See Item 4 for a description of the ownership relationship between the Reporting Persons.
⁽²⁾	Based upon 433,068,427 Common Units outstanding as of July 13, 2018, as reported in the Issuer's quarterly report on Form 10-Q (File No. 1-36413) filed on August 2, 2018.

CUSIP No. 292480100

Schedule 13G/A

Page 4 of 13

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Bronco Midstream Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			31,238,773⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			31,238,773⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,238,773⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

⁽¹⁾

Represents 31,238,773 common units representing limited partner interests ("Common Units"), or 7.2% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC. ArcLight Capital Partners, LLC, through various investment funds (including Bronco Midstream Partners, L.P.), has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.

⁽²⁾

Based upon 433,068,427 Common Units outstanding as of July 13, 2018, as reported in the Issuer's quarterly report on Form 10-Q (File No. 1-36413) filed on August 2, 2018.

CUSIP No. 292480100

Schedule 13G/A

Page 5 of 13

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ArcLight Energy Partners Fund IV, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			31,238,773⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			31,238,773⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,238,773⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

⁽¹⁾

Represents 31,238,773 common units representing limited partner interests ("Common Units"), or 7.2% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC. ArcLight Capital Partners, LLC, through various investment funds (including ArcLight Energy Partners Fund IV, L.P.), has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.

⁽²⁾

Based upon 433,068,427 Common Units outstanding as of July 13, 2018, as reported in the Issuer's quarterly report on Form 10-Q (File No. 1-36413) filed on August 2, 2018.

CUSIP No. 292480100

Schedule 13G/A

Page 6 of 13

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ArcLight Energy Partners Fund V, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			31,238,773⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			31,238,773⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,238,773⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

⁽¹⁾

Represents 31,238,773 common units representing limited partner interests ("Common Units"), or 7.2% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC. ArcLight Capital Partners, LLC, through various investment funds (including ArcLight Energy Partners Fund V, L.P.), has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.

⁽²⁾

Based upon 433,068,427 Common Units outstanding as of July 13, 2018, as reported in the Issuer's quarterly report on Form 10-Q (File No. 1-36413) filed on August 2, 2018.

CUSIP No. 292480100

Schedule 13G/A

Page 7 of 13

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ArcLight Capital Partners, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			31,238,773⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			31,238,773⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,238,773⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

⁽¹⁾

⁽²⁾

Based upon 433,068,427 Common Units outstanding as of July 13, 2018, as reported in the Issuer's quarterly report on Form 10-Q (File No. 1-36413) filed on August 2, 2018.

CUSIP No. 292480100

Schedule 13G/A

Page 8 of 13

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ArcLight Capital Holdings, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			31,238,773⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			31,238,773⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,238,773⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (limited liability company)

⁽¹⁾

⁽²⁾

Based upon 433,068,427 Common Units outstanding as of July 13, 2018, as reported in the Issuer's quarterly report on Form 10-Q (File No. 1-36413) filed on August 2, 2018.

CUSIP No. 292480100

Schedule 13G/A

Page 9 of 13

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Daniel R. Revers

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			31,238,773⁽¹⁾

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			31,238,773⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,238,773⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐ Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

⁽¹⁾

Represents 31,238,773 common units representing limited partner interests ("Common Units"), or 7.2% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC. ArcLight Capital Partners, LLC has ultimate voting and investment control over the securities reported herein. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Capital Partners' investment committee, and Mr. Revers role as manager of the general partner of the limited partnership that manages ArcLight Capital Holdings, LLC, Mr. Revers may be deemed to indirectly beneficially own the units attributable to ArcLight Capital Partners and ArcLight Capital Holdings, but disclaims any such ownership except to the extent of his pecuniary interest therein. See Item 4 for a description of the ownership relationship between the Reporting Persons.

⁽²⁾

Based upon 433,068,427 Common Units outstanding as of July 13, 2018, as reported in the Issuer's quarterly report on Form 10-Q (File No. 1-36413) filed on August 2, 2018.

CUSIP No. 292480100

Schedule 13G/A

Page 10 of 13

Item 1(a).

Name of Issuer:

Enable Midstream Partners, LP (the "Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

One Leadership Square
211 North Robinson Avenue
Suite 950
Oklahoma City, Oklahoma 73102

Item 2(a).

Name of Person Filing:

Bronco Midstream Infrastructure, LLC
Enogex Holdings LLC
Bronco Midstream Partners, L.P.
ArcLight Energy Partners Fund IV LP
ArcLight Energy Partners Fund V, L.P.
ArcLight Capital Partners, LLC
ArcLight Capital Holdings, LLC
Daniel R. Revers

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Principal business office of all persons filing:

200 Clarendon Street
55th Floor
Boston, MA 02117

Item 2(c). Citizenship

	Bronco Midstream Infrastructure, LLC	Delaware
	Enogex Holdings LLC	Delaware
	Bronco Midstream Partners, L.P.	Delaware
	ArcLight Energy Partners Fund IV LP	Delaware
	ArcLight Energy Partners Fund V, L.P.	Delaware
	ArcLight Capital Partners, LLC	Delaware
	ArcLight Capital Holdings, LLC	Delaware
	Daniel R. Revers	United States

Item 2(d).

Title of Class of Securities:

Common units representing limited partner interests ("Common Units")

Item 2(e).

CUSIP Number:

292480100

CUSIP No. 292480100

Schedule 13G/A

Page 11 of 13

Item 3.

Not applicable.

Item 4.

Ownership.

Ownership (a-c)

The ownership information presented below represents beneficial ownership of common units representing limited partner interests ("Common Units") of the Issuer as of August 16, 2018 based upon 433,068,427 Common Units outstanding as of July 13, 2018, as reported in the Issuer's quarterly report on Form 10-Q (File No. 1-36413) filed on August 2, 2018. The Reporting Persons have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities listed below.

Reporting Person	Number of Common Units	Percentage of Common Units	Total Beneficially Owned ^(2)(3)(4)	Percentage (As Converted) ⁽²⁾
Bronco Midstream Infrastructure, LLC⁽¹⁾	31,238,773	7.2%	31,238,773	7.2%
Enogex Holdings LLC	31,238,773	7.2%	31,238,773	7.2%
Bronco Midstream Partners, L.P.	31,238,773	7.2%	31,238,773	7.2%
ArcLight Energy Partners Fund IV LP	31,238,773	7.2%	31,238,773	7.2%
ArcLight Energy Partners Fund V, L.P.	31,238,773	7.2%	31,238,773	7.2%
ArcLight Capital Partners, LLC	31,238,773	7.2%	31,238,773	7.2%
ArcLight Capital Holdings, LLC	31,238,773	7.2%	31,238,773	7.2%
Daniel R. Revers	31,238,773	7.2%	31,238,773	7.2%

⁽¹⁾	Represents 31,238,773 Common Units, or 7.2% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC, an entity that is indirectly owned and controlled by funds of ArcLight Capital Partners, LLC.
⁽²⁾	Represents 31,238,773 Common Units, or 7.2% of the outstanding Common Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC, an entity that is indirectly owned and controlled by funds of ArcLight Capital Partners, LLC.
⁽³⁾	The Common Units are held directly by Bronco Midstream Infrastructure LLC ("Bronco"). ArcLight Capital Partners, LLC ("ArcLight Capital Partners") is the investment advisor for, and ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the managing member of the general partner of each of ArcLight Energy Partners Fund V, L.P., ArcLight Energy Partners Fund IV, L.P. and Bronco Midstream Partners, L.P. Bronco is an indirect wholly owned subsidiary of Enogex Holdings LLC. ArcLight Capital Partners has ultimate voting and investment control over the securities held by Enogex and Bronco and thus may be deemed to indirectly beneficially own such securities. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Capital Partners' investment committee, and Mr. Revers role as manager of the general partner of the limited partnership that manages ArcLight Capital Holdings, LLC, Mr. Revers may be deemed to indirectly beneficially own the units attributable to ArcLight Capital Partners and ArcLight Capital Holdings, but disclaims any such ownership except to the extent of his pecuniary interest therein.

CUSIP No. 292480100

Schedule 13G/A

Page 12 of 13

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

CUSIP No. 292480100

Schedule 13G/A

Page 13 of 13

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 16, 2018

ARCLIGHT CAPITAL PARTNERS, LLC


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: Managing Partner

ARCLIGHT CAPITAL HOLDINGS, LLC



	By: ACHP II, L.P., its managing member
	By: ACH GP, LLC, its general partner


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: Manager

ARCLIGHT ENERGY PARTNERS FUND IV L.P.


	By: ArcLight PEF GP IV, LLC
	Its: General Partner

	By: ArcLight Capital Holdings, LLC
	Its: Manager

	By: ACHP II, L.P.
	Its: Managing Member

	By: ACH GP, LLC
	Its: General Partner


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: Manager

ARCLIGHT ENERGY PARTNERS FUND V, L.P.


	By: ArcLight PEF GP V, LLC
	Its: General Partner

	By: ArcLight Capital Holdings, LLC
	Its: Manager

	By: ACHP II, L.P.
	Its: Managing Member

	By: ACH GP, LLC
	Its: General Partner


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: Manager

BRONCO MIDSTREAM INFRASTRUCTURE, LLC


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: President

ENOGEX HOLDINGS, LLC


	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: President

BRONCO MIDSTREAM PARTNERS, L.P.


	By: ArcLight Bronco Partners GP, LLC
	Its: General Partner

	By:	/s/ Daniel R. Revers
		Name: Daniel R. Revers
		Title: President

		/s/ Daniel R. Revers
		Daniel R. Revers