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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PennTex Midstream Partners, LP [ PTXP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/01/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Units (Limited Partner Interests) | 11/01/2016 | S | 3,262,019(1) | D | (1) | 0 | I | See Footnotes(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Subordinated Units (Limited Partner Interests) | (4) | 11/01/2016 | S | 12,500,000(1) | (4) | (4) | Common Units | 12,500,000(1) | (1) | 0 | I | See Footnotes(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The reported securities are held by PennTex Midstream Partners, LLC ("PennTex Development"). On November 1, 2016, NGP X US Holdings LP ("NGP X Holdings") transferred and assigned to Energy Transfer Partners, L.P. ("ETP") all of its 95.147% interest in PennTex Development, which owns 3,262,019 common units and 12,500,000 subordinated units of PennTex Midstream Partners, LP (the "Partnership"), in exchange for a combination of cash and ETP common units with a value equal to $343,091,523. The reporting owner disclaims beneficial ownership of the Partnership common units and subordinated units except to the extent of it pecuniary interest therein. |
2. This Form 4 is filed jointly by NGP X Holdings, NGP Natural Resources X, L.P. ("NGP X"), NGP X Parallel Holdings, L.P. ("NGP X Parallel"), GFW X, L.L.C. ("GFW X"), G.F.W. Energy X, L.P. ("GFW Energy X") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). |
3. NGP X Holdings is wholly owned and controlled by its general partner, NGP X Holdings GP, L.L.C. ("NGP X Holdings GP"), and its limited partners, NGP X and NGP X Parallel. NGP X Holdings GP is wholly owned by NGP X. GFW Energy X is the sole general partner of NGP X and NGP X Parallel. GFW X is the sole general partner of GFW Energy X. GFW X has delegated full power and authority to manage NGP X and NGP X Parallel to NGP ECM. Accordingly, NGP X Holdings, NGP X Holdings GP, NGP X, NGP X Parallel, GFW X, GFW Energy X and NGP ECM may be deemed to share voting and dispositive power over the reported units, and therefore may also be deemed to be the beneficial owner of these units but disclaims such ownership except to the extent of its pecuniary interest therein. |
4. Subordinated units will convert into common units on a one-for-one basis as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-199020). |
Remarks: |
/s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C., general partner of NGP X US Holdings, LP | 11/03/2016 | |
/s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C. | 11/03/2016 | |
/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P., general partner of NGP Natural Resources X, L.P. | 11/03/2016 | |
/s/ Tony R. Weber , Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P., general partner of NGP X Parallel Holdings, L.P. | 11/03/2016 | |
/s/ Tony R. Weber , Authorized Member of GFW X, L.L.C. | 11/03/2016 | |
/s/ Tony R. Weber , Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P. | 11/03/2016 | |
/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C. | 11/03/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |