NGP X US Form 4 PennTex Midstream Partners / Energy Capital Management, L.L.C. NGP ownership change

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^*

PennTex Midstream Partners, LLC

(Last) (First) (Middle)

11931 WICKCHESTER LANE, SUITE 300

(Street)

HOUSTON TX 77043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PennTex Midstream Partners, LP [ PTXP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2015

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 UNITS (LIMITED PARTNER INTERESTS)	07/06/2015		A		651,898(3)	A	$0.00	3,262,019(3)	D(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^*

PennTex Midstream Partners, LLC

(Last) (First) (Middle)

11931 WICKCHESTER LANE, SUITE 300

(Street)

HOUSTON TX 77043

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP X US Holdings LP

(Last) (First) (Middle)

11931 WICKCHESTER LANE, SUITE 300

(Street)

HOUSTON TX 77043

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Natural Resources X, L.P.

(Last) (First) (Middle)

5221 N. O?CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP X Parallel Holdings, L.P.

(Last) (First) (Middle)

5221 N. O?CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GFW X, L.L.C.

(Last) (First) (Middle)

5221 N. O?CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G.F.W. Energy X, L.P.

(Last) (First) (Middle)

5221 N. O?CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Energy Capital Management, L.L.C.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by PennTex Midstream Partners, LLC ("PennTex Development"), NGP X US Holdings, L.P. ("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"), pursuant to the expiration of the underwriters' option to purchase additional common units of the Issuer in connection with the initial public offering of common units representing limited partner interests pursuant to a Registration Statement on Form S-1 (Registration No. 333-199020) (the "Registration Statement").

2. NGP X Holdings owns a 95.1% membership interest in PennTex Development. 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, each of PennTex Development, 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.

3. On June 18, 2015, the underwriters exercised, in part, their option to purchase additional common units as described in the Registration Statement. On July 6, 2015, as a result of the expiration of the underwriters' option to purchase additional common units, as described in the Registration Statement, the Issuer issued 651,898 common units to PennTex Development for no additional consideration. After giving effect to such deferred issuance, PennTex Development owns 3,262,019 common units and 12,500,000 subordinated units, representing an approximate 39.4% limited partner interest in the Issuer.

Remarks:

	/s/ Stephen M. Moore, Vice President, General Counsel and Secretary of PennTex Midstream Partners, LLC	07/08/2015
	/s/ Kenneth A. Hersh, Authorized Person of NGP X Holdings GP, L.L.C., general partner of NGP X US Holdings, L.P.	07/08/2015
	/s/ Kenneth A. Hersh, 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.	07/08/2015
	/s/ Kenneth A. Hersh, 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.	07/08/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C.	07/08/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P.	07/08/2015
	/s/ Kenneth A. Hersh, Chief Executive Officer of NGP Energy Capital Management, L.L.C.	07/08/2015
	** Signature of Reporting Person	Date
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