Goff MCEP II Form 3 Mid-Con Energy Partners / Travis Goff 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

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1. Name and Address of Reporting Person^*

Goff Travis

(Last) (First) (Middle)

500 COMMERCE STREET, SUITE 700

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2020

3. Issuer Name and Ticker or Trading Symbol
Mid-Con Energy Partners, LP [ MCEP ]

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

X	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	1,736,403	I	By Goff MCEP Holdings, LLC(1)
Common Units	2,724,753	I	By Goff MCEP II, LP(2)
Common Units	1,616,713	I	By Goff REN Holdings, LLC(3)
Common Units	419,193	I	By Goff REN Holdings II, LLC(4)
Common Units	1,397,309	I	By Goff Focused Energy Strategies, LP(5)
Common Units	8,000	I	By Goff Family Investments, LP(6)
Common Units	149,690	I	By Goff Family Foundation(7)

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

1. Name and Address of Reporting Person^*

Goff Travis

(Last) (First) (Middle)

500 COMMERCE STREET, SUITE 700

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Goff MCEP Holdings, LLC

(Last) (First) (Middle)

500 COMMERCE STREET

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Goff MCEP II LP

(Last) (First) (Middle)

500 COMMERCE STREET

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Goff REN Holdings, LLC

(Last) (First) (Middle)

500 COMMERCE STREET

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Goff REN Holdings II, LLC

(Last) (First) (Middle)

500 COMMERCE STREET

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Goff Focused Energy Strategies LP

(Last) (First) (Middle)

500 COMMERCE STREET

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Goff Family Investments, LP

(Last) (First) (Middle)

500 COMMERCE STREET

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Goff Family Foundation

(Last) (First) (Middle)

500 COMMERCE STREET

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

Explanation of Responses:

1. These Common Units are held directly by Goff MCEP Holdings, LLC (Goff MCEP Holdings). Goff Capital, Inc. (Goff Capital) is the manager of Goff MCEP Holdings, and, as such, it may be deemed to beneficially own the Common Units held by Goff MCEP Holdings. Travis Goff is the President of Goff Capital and, as such, he may be deemed to beneficially own the Common Units held by the Goff MCEP Holdings. Mr. Goff disclaims beneficial ownership of Common Units held by Goff MCEP Holdings, except to the extent of his pecuniary interest therein.

2. These Common Units are held directly by Goff MCEP II, LP (Goff MCEP II). GFS MCEP GP, LLC (GFS MCEP) is the general partner of Goff MCEP II and, as such, it may be deemed to beneficially own the Common Units held by Goff MCEP II. GFS Management, LLC (GFS Management) is the managing member of GFS MCEP and, as such, it may be deemed to beneficially own the Common Units held by GFS MCEP. Goff Focused Strategies LLC (GFS) is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by the Goff MCEP II. Mr. Goff disclaims beneficial ownership of Common Units held by Goff MCEP II, except to the extent of his pecuniary interest therein.

3. These Common Units are held directly by Goff REN Holdings, LLC (Goff REN). GFS REN GP, LLC (GFS REN) is the managing member of Goff REN and, as such, it may be deemed to beneficially own the Common Units held by Goff REN. GFS Management is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Common Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by the Goff REN. Mr. Goff disclaims beneficial ownership of Common Units held by Goff REN, except to the extent of his pecuniary interest therein.

4. These Common Units are held directly by Goff REN Holdings II, LLC (Goff REN II). GFS REN is the managing member of Goff REN II and, as such, it may be deemed to beneficially own the Common Units held by Goff REN II. GFS Management is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Common Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by the Goff REN II. Mr. Goff disclaims beneficial ownership of Common Units held by Goff REN II, except to the extent of his pecuniary interest therein.

5. These Common Units are held directly by Goff Focused Energy Strategies, LP (Goff Energy). GFS Energy GP, LLC (GFS Energy) is the general partner of Goff Energy and, as such, it may be deemed to beneficially own the Common Units held by Goff Energy. GFS Management is the managing member of GFS Energy and, as such, it may be deemed to beneficially own the Common Units held by GFS Energy. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by the Goff Energy. Mr. Goff disclaims beneficial ownership of Common Units held by Goff Energy, except to the extent of his pecuniary interest therein.

6. These Common Units are directly held by Goff Family Investments, LP (Goff Investments). Goff Capital is the general partner of Goff Investments and, as such, it may be deemed to beneficially own the Common Units held by Goff Investments. Travis Goff is the President of Goff Capital and, as such, he may be deemed to beneficially own the Common Units held by the Goff Investments. Mr. Goff disclaims beneficial ownership of Common Units held by Goff Investments, except to the extent of his pecuniary interest therein.

7. These Common Units are held directly by the Goff Family Foundation (Family Foundation). Travis Goff is the President of the Family Foundation and, as such, he may be deemed to beneficially own the Common Units held by the Family Foundation. Mr. Goff disclaims beneficial ownership of Common Units held by Family Foundation, except to the extent of his pecuniary interest therein.

Remarks:

	Travis Goff	06/15/2020
	Goff MCEP Holdings, LLC, By: Goff Capital, Inc., the manager, By: Travis Goff, President	06/15/2020
	Goff MCEP II, LP, By: GFS MCEP GP, LLC, the general partner, By: Travis Goff, President	06/15/2020
	Goff REN Holdings, LLC, By: GFS REN GP, LLC, the manager, By: Travis Goff, President	06/15/2020
	Goff REN Holdings II, LLC, By: GFS REN GP, LLC, the manager, By: Travis Goff, President	06/15/2020
	Goff Focused Energy Strategies, LP, By: GFS Energy GP, LLC, as general partner, By: Travis Goff, President	06/15/2020
	Goff Family Investments, LP, By: Goff Capital, Inc., as general partner, By: Travis Goff, President	06/15/2020
	Goff Family Foundation, By: Travis Goff, Vice President	06/15/2020
	** Signature of Reporting Person	Date
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