PennTex Midstream Partners Form 4 PennTex Midstream Partners / Chris E Staffel 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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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^*

Staffel Chris E

(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)

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

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)

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 (LIMITED PARTNER INTERESTS)	11/01/2016		M		27,460(1)	A	$0	36,935	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)	(2)	11/01/2016		M(3)			23,333	(3)	(2)	COMMON UNITS (LIMITED PARTNER INTERESTS)	23,333	$0	0	D
PHANTOM UNITS (RIGHTS TO COMMON UNITS)	(2)	11/01/2016		M(3)			17,695	(3)	(2)	COMMON UNITS (LIMITED PARTNER INTERESTS)	17,695	$0	0	D

Explanation of Responses:

1. Represents the issuance of common units, net of taxes paid, in respect of phantom units that vested upon the change in control of the Issuer on November 1, 2016 in connection with the closing (the "Closing") of the transaction contemplated by the certain Contribution Agreement dated October 24, 2016 (the "Contribution Agreement") by and among PennTex Midstream Partners, LLC, Energy Transfer Partners, L.P. and the other contributors party thereto.

2. 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.

3. Represents the settlement of all outstanding phantom units granted to the reporting person under the PennTex Midstream Partners, LP 2015 Long-Term Incentive Plan.

Remarks:

The reporting person was the Vice President, Administration of PennTex Midstream GP, LLC, the general partner of the Issuer (the "General Partner") prior to her resignation in connection with the Closing. The Issuer is managed by the directors and executive officers of the General Partner.

	/s/ Stephen M. Moore, Attorney-in-Fact for Chris E. Staffel	11/02/2016
	** 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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