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.

  Names of Reporting Persons

  CenterPoint Energy, Inc.

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  Sec Use Only

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  200,999,768 Common Units¹

  Shared Voting Power

  0

  Sole Dispositive Power

  200,999,768 Common Units

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  200,999,768 Common Units

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  6.5%²

  Type of Reporting Person (See Instructions)

  HC; CO

On December 2, 2021, the event date which required the filing of this Schedule 13G, the Reporting Persons beneficially owned 200,999,768 of the Issuer’s Common Units. As of the date this Schedule 13G was filed, the Reporting Persons no longer beneficially owned more than 5% of the Issuer’s Common Units. For additional information, please see Item 5 of this Schedule 13G.

In computing the percentage ownership, the Reporting Person has assumed that there are 3,081,577,246 common units outstanding as set forth on the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 6, 2021.

  Names of Reporting Persons

  CenterPoint Energy Midstream, Inc.³

  Check the appropriate box if a member of a Group (see instructions)

  (a)  ☐        (b)  ☒

  Sec Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  200,999,768 Common Units⁴

  Shared Voting Power

  0

  Sole Dispositive Power

  200,999,768 Common Units

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  200,999,768 Common Units

  Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

  ☐

  Percent of class represented by amount in row (9)

  6.5%⁵

  Type of Reporting Person (See Instructions)

  CO

CenterPoint Energy Midstream, Inc., a Delaware corporation, is a wholly owned subsidiary of CenterPoint Energy, Inc., a Texas corporation, and CenterPoint Energy, Inc. controls CenterPoint Energy Midstream, Inc.

On December 2, 2021, the event date which required the filing of this Schedule 13G, the Reporting Persons beneficially owned 200,999,768 of the Issuer’s Common Units. As of the date this Schedule 13G was filed, the Reporting Persons no longer beneficially owned more than 5% of the Issuer’s Common Units. For additional information, please see Item 5 of this Schedule 13G.

In computing the percentage ownership, the Reporting Person has assumed that there are 3,081,577,246 common units outstanding as set forth on the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 6, 2021.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

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

Citizenship:

Title and Class of Securities:

CUSIP No.:

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

[_] Broker or dealer registered under Section 15 of the Act;

[_] Bank as defined in Section 3(a)(6) of the Act;

[_] Insurance company as defined in Section 3(a)(19) of the Act;

[_] Investment company registered under Section 8 of the Investment Company Act of 1940;

[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

[_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

[_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

[_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

[_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____

Ownership⁶

Amount Beneficially Owned: 200,999,768 Common Units

Percent of Class: 6.5%

Number of shares as to which such person has:

Sole power to vote or to direct the vote: 200,999,768 Common Units

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of: 200,999,768 Common Units

Shared power to dispose or to direct the disposition of: 0

Ownership of Five Percent or Less of a Class.

On December 2, 2021, the event date which required the filing of this Schedule 13G, the Reporting Persons beneficially owned 200,999,768 of the Issuer’s Common Units. As of the date this Schedule 13G was filed, the Reporting Persons no longer beneficially owned more than 5% of the Issuer’s Common Units. For additional information, please see Item 5 of this Schedule 13G.

Ownership of more than Five Percent on Behalf of Another Person.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Identification and classification of members of the group.

Notice of Dissolution of Group.

Certifications.

/s/ Monica Karuturi

/s/ Monica Karuturi

/s/ Monica Karuturi

/s/ Monica Karuturi

CenterPoint Energy Midstream, Inc. (“CNP Midstream”), of which CenterPoint Energy, Inc. (“CenterPoint”) is the Parent Holding Company, was the record owner of 200,999,768 Common Units of Energy Transfer LP (the “Issuer”) on December 2, 2021. As of the date this Schedule 13G was filed, CNP Midstream and CenterPoint no longer beneficially owned more than 5% of the Issuer’s Common Units. For additional information, please see Item 5 of the Schedule 13G.