0001193125-13-104632.txt : 20130313 0001193125-13-104632.hdr.sgml : 20130313 20130313111333 ACCESSION NUMBER: 0001193125-13-104632 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130313 DATE AS OF CHANGE: 20130313 GROUP MEMBERS: YORKTOWN VI ASSOCIATES LLC GROUP MEMBERS: YORKTOWN VI CO LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mid-Con Energy Partners, LP CENTRAL INDEX KEY: 0001527709 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 452842469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86535 FILM NUMBER: 13686417 BUSINESS ADDRESS: STREET 1: 2431 E. 61ST STREET STREET 2: SUITE 850 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 918-743-7575 MAIL ADDRESS: STREET 1: 2431 E. 61ST STREET STREET 2: SUITE 850 CITY: TULSA STATE: OK ZIP: 74136 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Yorktown Energy Partners VI LP CENTRAL INDEX KEY: 0001347504 IRS NUMBER: 201384906 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-515-2112 MAIL ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 d501865dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

Mid-Con Energy Partners, LP

(Name of Issuer)

 

Common Units

(Title of Class of Securities)

 

59560V109

(CUSIP Number)

Bryan H. Lawrence

Yorktown Energy Partners VI, L.P.

410 Park Avenue

19th Floor

New York, New York 10022

(212) 515-2100

Copies to:

 

Ann Marie Cowdrey

Thompson & Knight LLP

One Arts Plaza

1722 Routh Street, Suite 1500

Dallas, Texas 75201-2533

(214) 969-1700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 11, 2013

(Date of Event which Requires Filing of this Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box.   ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*   The remainder of the cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 59560V109  

 

  (1)   

Names of Reporting Persons

 

YORKTOWN ENERGY PARTNERS VI, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  ¨

  (3)  

SEC Use Only

 

  (4)  

Source of Funds (See Instructions)

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     (7)    

Sole Voting Power

 

1,255,165

     (8)   

Shared Voting Power

 

0

     (9)   

Sole Dispositive Power

 

1,255,165

   (10)   

Shared Dispositive Power

 

0

(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,255,165 (1)

(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

(13)

 

Percent of Class Represented by Amount in Row (11)

 

6.5% (2)

(14)

 

Type of Reporting Person (See Instructions)

 

PN

 

(1) Yorktown VI Company LP is the sole general partner of Yorktown Energy Partners VI, L.P. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. As a result, Yorktown VI Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VI, L.P. Yorktown VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners VI, L.P. in excess of their pecuniary interests therein.
(2) Based on 19,230,350 common units representing limited partner interests of the Issuer (“Common Units”) outstanding as of March 6, 2013, as set forth in the Issuer’s annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2013.


CUSIP No. 59560V109  

 

  (1)   

Names of Reporting Persons

 

YORKTOWN VI COMPANY LP

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  ¨

  (3)  

SEC Use Only

 

  (4)  

Source of Funds (See Instructions)

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     (7)    

Sole Voting Power

 

1,255,165

     (8)   

Shared Voting Power

 

0

     (9)   

Sole Dispositive Power

 

1,255,165

   (10)   

Shared Dispositive Power

 

0

(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,255,165 (1)

(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

(13)

 

Percent of Class Represented by Amount in Row (11)

 

6.5% (2)

(14)

 

Type of Reporting Person (See Instructions)

 

PN

 

(1) Yorktown VI Company LP is the sole general partner of Yorktown Energy Partners VI, L.P. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. As a result, Yorktown VI Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VI, L.P. Yorktown VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners VI, L.P. in excess of their pecuniary interests therein.
(2) Based on 19,230,350 Common Units outstanding as of March 6, 2013, as set forth in the Issuer’s annual report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 6, 2013.


CUSIP No. 59560V109  

 

  (1)   

Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)

 

YORKTOWN VI ASSOCIATES LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  ¨

  (3)  

SEC Use Only

 

  (4)  

Source of Funds (See Instructions)

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

N/A

¨

  (6)  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     (7)    

Sole Voting Power

 

1,255,165

     (8)   

Shared Voting Power

 

0

     (9)   

Sole Dispositive Power

 

1,255,165

   (10)   

Shared Dispositive Power

 

0

(11)

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,255,165 (1)

(12)

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

(13)

 

Percent of Class Represented by Amount in Row (11)

 

6.5% (2)

(14)

 

Type of Reporting Person (See Instructions)

 

OO

 

(1) Yorktown VI Company LP is the sole general partner of Yorktown Energy Partners VI, L.P. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. As a result, Yorktown VI Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VI, L.P. Yorktown VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners VI, L.P. in excess of their pecuniary interests therein.
(2) Based on 19,230,350 Common Units outstanding as of March 6, 2013, as set forth in the Issuer’s annual report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 6, 2013.


This Amendment No. 2 amends the Schedule 13D with respect to the common units representing limited partner interests (“Common Units”) of Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Company”), previously filed by Yorktown Energy Partners VI, L.P., a Delaware limited partnership (“Yorktown”), with the SEC on December 30, 2011, as amended by Amendment No. 1 filed with the SEC on October 24, 2012 (the “Schedule 13D”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Subparagraphs a and c of Item 5 of the Schedule 13D are amended and restated in their entirety by the following:

(a) As of March 11, 2013, Yorktown, Yorktown Company and Yorktown Associates beneficially owned 1,255,165 Common Units, representing 6.5% of the Company’s outstanding Common Units. All calculations made herein are made in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended, and based on 19,230,350 Common Units of the Company outstanding as of March 6, 2013, as set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 6, 2013.

(c) On March 11, 2013, Yorktown distributed in-kind, on a pro rata basis and for no additional consideration, in accordance with its limited partnership agreement, an aggregate of 600,000 Common Units of the Company, to its limited and general partners (the “Distribution”). Upon the consummation of the Distribution by Yorktown, Yorktown Company distributed in-kind, on a pro rata basis and for no additional consideration, in accordance with its limited partnership agreement, all 127,094 Common Units of the Company received in the Distribution to its limited and general partners (the “Subsequent Distribution”). Upon the consummation of the Subsequent Distribution by Yorktown Company, Yorktown Associates distributed in-kind, on a pro rata basis and for no additional consideration, in accordance with its operating agreement, all 657 Common Units of the Company received in the Subsequent Distribution to its members.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 12, 2013

 

YORKTOWN ENERGY PARTNERS VI, L.P.
By:  

Yorktown VI Company LP,

its general partner

  By:  

Yorktown VI Associates LLC,

its general partner

    By:   /s/ Peter A. Leidel
      Peter A. Leidel, Managing Member

 

YORKTOWN VI COMPANY LP
By:  

Yorktown VI Associates LLC,

its general partner

  By:   /s/ Peter A. Leidel
    Peter A. Leidel, Managing Member

 

YORKTOWN VI ASSOCIATES LLC
By:   /s/ Peter A. Leidel
  Peter A. Leidel, Managing Member