PennTex Midstream Partners Form 4 PennTex Midstream Partners / DAVID C. LAWLER 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^*

LAWLER DAVID C.

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

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2016

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

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

X	Form filed by One Reporting Person
	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	06/09/2016		M		5,000	A	$0	5,000	D

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
PHANTOM UNITS (RIGHTS TO COMMON UNITS)	(1)	06/09/2016		M(2)			5,000	(3)	(1)	COMMON UNITS (LIMITED PARTNER INTERESTS)	5,000	$0	0	D
PHANTOM UNITS (RIGHTS TO COMMON UNITS)	(1)	06/10/2016		A(4)		9,074		(5)	(1)	COMMON UNITS (LIMITED PARTNER INTERESTS)	9,074	$0	9,074	D

Explanation of Responses:

1. The phantom units expire upon settlement. Upon vesting, the phantom units are settled in common units (on a one-for-one basis) or, at the discretion of the Issuer, in cash.

2. Represents the settlement of phantom units granted on November 6, 2015, subject to a Phantom Unit Agreement, under the PennTex Midstream Partners, LP 2015 Long-Term Incentive Plan (the "2015 LTIP").

3. The phantom units vested in full on June 9, 2016.

4. Represents a grant of phantom units, subject to a Phantom Unit Agreement, under the 2015 LTIP.

5. The phantom units vest in full on June 10, 2017.

Remarks:

The reporting person is a director of PennTex Midstream GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

	/s/ Stephen M. Moore, Attorney-in-Fact for David C. Lawler	06/13/2016
	** 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).
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