| 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 | 11/01/2016 | M | 30,452(1) | A | $0 | 44,452 | D | |||
| 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 | ||||||||
| PHANTOM UNITS (RIGHTS TO COMMON UNITS) | (2) | 11/01/2016 | M(3) | 28,000 | (3) | (2) | COMMON UNITS (LIMITED PARTNER INTERESTS) | 28,000 | $0 | 0 | D | ||||
| PHANTOM UNITS (RIGHTS TO COMMON UNITS) | (2) | 11/01/2016 | M(3) | 22,232 | (3) | (2) | COMMON UNITS (LIMITED PARTNER INTERESTS) | 22,232 | $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 Senior Vice President and Chief Commercial Officer of PennTex Midstream GP, LLC, the general partner of the Issuer (the "General Partner") prior to his 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 Michael J. Moran | 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). | ||
| 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. | ||
