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* ENERGY CAPITAL PARTNERS II, LLC (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2017	3. Issuer Name and Ticker or Trading Symbol ProPetro Holding Corp. [ PUMP ]
		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 Stock	48,330,667	I	See footnote(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

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS II, LLC (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Energy Capital Partners GP II, LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS II, LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS II-A, LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS II-B, LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Energy Capital Partners II-C (Direct IP), LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS II-D, LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Energy Capital Partners II (Midland Co-Invest), LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Energy Capital Partners GP II Co-Investment (Midland), LLC (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes (i) 723,802 shares held by Energy Capital Partners II, LP ("ECP II"), (ii) 23,576,901 shares held by Energy Capital Partners II-A, LP ("ECP II-A"), (iii) 4,936,862 shares held by Energy Capital Partners II-B, LP ("ECP II-B"), (iv) 8,672,062 shares held by Energy Capital Partners II-C (Direct IP), LP ("ECP II-C"), (v) 5,810,748 shares held by Energy Capital Partners II-D, LP ("ECP II-D"), and (vi) 4,610,292 shares held by Energy Capital Partners II (Midland Co-Invest), LP ("ECP Co-Invest"). Each of ECP II, ECP II-A, ECP II-B, ECP II-C and ECP II-D is managed by its general partner, Energy Capital Partners GP II, LP. Energy Capital Partners GP II, LP is managed by its general partner, Energy Capital Partners II, LLC ("Energy Capital Partners"). ECP Co-Invest is managed by its general partner, Energy Capital Partners GP II Co-Investment (Midland), LLC, which is managed by its sole member, Energy Capital Partners.

2. As a result, each of Energy Capital Partners GP II, LP and Energy Capital Partners may be deemed to share beneficial ownership of the shares held by ECP II, ECP II-A, ECP II-B, ECP II-C and ECP II-D, and each of Energy Capital Partners GP II Co-Investment (Midland), LLC and Energy Capital Partners may be deemed to share beneficial ownership over the shares held by ECP Co-Invest. Douglas W. Kimmelman, Peter Labbat, Thomas K. Lane, Tyler Reeder and Andrew D. Singer are the managing members of, and Rahman D'Argenio is a partner of, Energy Capital Partners and share the power to direct the voting and disposition of the shares beneficially owned by Energy Capital Partners. Each such individual disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

	Energy Capital Partners II, LLC By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	03/16/2017
	Energy Capital Partners GP II, LP By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	03/16/2017
	Energy Capital Partners II, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	03/16/2017
	Energy Capital Partners II-A, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	03/16/2017
	Energy Capital Partners II-B, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	03/16/2017
	Energy Capital Partners II-C (Direct IP), LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	03/16/2017
	Energy Capital Partners II-D, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	03/16/2017
	Energy Capital Partners II (Midland Co-Invest), LP By: Energy Capital Partners GP II Co-Investment (Midland), LLC, its GP By: Energy Capital Partners II, LLC, its sole member By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	03/16/2017
	Energy Capital Partners GP II Co-Investment (Midland), LLC By: Energy Capital Partners II, LLC, its sole member By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	03/16/2017
	** 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).
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