Energy Capital Partners Ii Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS II, LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ProPetro Holding Corp. [ PUMP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2018

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 Stock	05/14/2018		S		13,800,000	D	$19.01	6,927,928	I	See footnotes(1)(2)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS II, LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Energy Capital Partners GP II, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS II, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS II-A, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS II-B, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Energy Capital Partners II-C (Direct IP), LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS II-D, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Energy Capital Partners II (Midland Co-Invest), LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Energy Capital Partners GP II Co-Investment (Midland), LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

Explanation of Responses:

1. Following the transaction reported herein, includes (i) 103,753 shares held by Energy Capital Partners II, LP ("ECP II"), (ii) 3,379,615 shares held by Energy Capital Partners II-A, LP ("ECP II-A"), (iii) 707,671 shares held by Energy Capital Partners II-B, LP ("ECP II-B"), (iv) 1,243,091 shares held by Energy Capital Partners II-C (Direct IP), LP ("ECP II-C"), (v) 832,938 shares held by Energy Capital Partners II-D, LP ("ECP II-D"), and (vi) 660,860 shares held by Energy Capital Partners II (Midland Co-Invest), LP ("ECP Co-Invest"). Each of ECP II, ECP II-A, ECP II-B, ECP II-C and ECP II-D is managed by its general partner, Energy Capital Partners GP II, LP. Energy Capital Partners GP II, LP is managed by its general partner, Energy Capital Partners II, LLC ("Energy Capital Partners"). ECP Co-Invest is managed by its general partner, Energy Capital Partners GP II Co-Investment (Midland), LLC, which is managed by its sole member, Energy Capital Partners.

2. As a result, each of Energy Capital Partners GP II, LP and Energy Capital Partners may be deemed to share beneficial ownership of the shares held by ECP II, ECP II-A, ECP II-B, ECP II-C and ECP II-D, and each of Energy Capital Partners GP II Co-Investment (Midland), LLC and Energy Capital Partners may be deemed to share beneficial ownership of the shares held by ECP Co-Invest. Douglas W. Kimmelman, Peter Labbat, Thomas K. Lane, Tyler Reeder and Andrew D. Singer are the managing members of, and Rahman D'Argenio and Schuyler E. Coppedge are partners of, Energy Capital Partners and share the power to direct the voting and disposition of the shares beneficially owned by Energy Capital Partners. Each such individual disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

	Energy Capital Partners II, LLC By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	05/16/2018
	Energy Capital Partners GP II, LP By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	05/16/2018
	Energy Capital Partners II, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	05/16/2018
	Energy Capital Partners II-A, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	05/16/2018
	Energy Capital Partners II-B, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	05/16/2018
	Energy Capital Partners II-C (Direct IP), LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	05/16/2018
	Energy Capital Partners II-D, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	05/16/2018
	Energy Capital Partners II (Midland Co-Invest), LP By: Energy Capital Partners GP II Co-Investment (Midland), LLC, its GP By: Energy Capital Partners II, LLC, its sole member By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	05/16/2018
	Energy Capital Partners GP II Co-Investment (Midland), LLC By: Energy Capital Partners II, LLC, its sole member By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	05/16/2018
	** Signature of Reporting Person	Date
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