PennTex Midstream Partners Form 3 PennTex Midstream Partners / IX, L.L.C. GFW ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

MRD MIDSTREAM LLC

(Last) (First) (Middle)

500 DALLAS STREET, SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2015

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON UNITS (LIMITED PARTNER INTERESTS)	1,853,906(3)	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)	(4)	(4)	COMMON UNITS	5,250,000(3)	0.00(4)	D(1)(2)

1. Name and Address of Reporting Person^*

MRD MIDSTREAM LLC

(Last) (First) (Middle)

500 DALLAS STREET, SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MRD Holdco LLC

(Last) (First) (Middle)

500 DALLAS STREET, SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Natural Gas Partners VIII, 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^*

Natural Gas Partners IX, 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 IX Offshore 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 VIII, 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 VIII, 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 IX, 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 IX, 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 3 is filed jointly by MRD Midstream LLC ("MRD Midstream"), MRD Holdco LLC ("MRD Holdco"), Natural Gas Partners VIII, L.P. ("NGP VIII"), Natural Gas Partners IX, L.P. ("NGP IX"), NGP IX Offshore Holdings, L.P. ("NGP IX Offshore"), GFW VIII, L.L.C. ("GFW VIII"), G.F.W. Energy VIII, L.P. ("GFW Energy VIII"), GFW IX, L.L.C. ("GFW IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). MRD Midstream is a wholly owned subsidiary of MRD Holdco. NGP VIII, NGP IX and NGP IX Offshore own a controlling interest in MRD Holdco. GFW VIII is the sole general partner of GFW Energy VIII, which is the general partner of NGP VIII, and GFW IX is the sole general partner of GFW Energy IX, which is the general partner of NGP IX and NGP IX Offshore. (Continued in footnote 2)

2. (Continued from footnote 1) GFW VIII has delegated full power and authority to manage NGP VIII, and GFW IX has delegated full power and authority to manage NGP IX and NGP IX Offshore, respectively, to NGP ECM. Accordingly, each of MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX, GFW Energy IX 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. MRD WHR LA Midstream LLC ("MRD WHR LA") distributed to MRD Midstream 1,853,906 common units and 5,250,000 subordinated units, representing an approximate 17.8% limited partner interest in the Issuer. If the underwriters do not exercise their option to purchase additional common units, MRD WHR LA will distribute an additional 442,969 common units to MRD Midstream, and MRD Midstream will hold 2,296,875 common units and 5,250,000 subordinated units, representing an approximate 18.9% limited parter interest in the Issuer.

4. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement.

Remarks:

	/s/ Kyle N. Roane, Vice President & General Counsel of MRD Midstream LLC	06/09/2015
	/s/ Kyle N. Roane, Vice President, General Counsel & Corporate Secretary of MRD Holdco LLC	06/09/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P., general partner of Natural Gas Partners VIII, L.P.	06/09/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P.	06/09/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C.	06/09/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P., general partner of NGP IX Offshore Holdings, L.P.	06/09/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P., general partner of Natural Gas Partners IX, L.P.	06/09/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C., general partner of G.F.W. Energy IX, L.P.	06/09/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW IX, L.L.C.	06/09/2015
	/s/ Kenneth A. Hersh, Chief Executive Officer of NGP Energy Capital Management, L.L.C.	06/09/2015
	** 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 5 (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.