PennTex Midstream Partners, LP
|
(Name of Issuer) |
|
Common Units
|
(Title of Class of Securities)
|
709311104 |
(CUSIP Number)
|
April 11, 2016 |
(Date of Event Which Requires Filing of this Statement)
|
[ ] | Rule 13d-1(b) |
[X] | Rule 13d-1(c) |
[ ] | Rule 13d-1(d) |
CUSIP No. 709311104
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge Asset Management LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ | |
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,096,683*
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,096,683*
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,096,683*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒458,179(1)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.483%(2)
|
||
12
|
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 709311104
|
|||
1
|
NAME OF REPORTING PERSONS
James M. Jampel
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ | |
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,096,683*
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,096,683*
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,096,683*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ 458,179(1)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.483%(2)
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 709311104
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ | |
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
395,216
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
395,216
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395,216
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ 6,416(1)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.976%(1)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 709311104
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge Offshore, Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ | |
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
36,607
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
36,607
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,607
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ 274,642(1)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.183%
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 709311104
|
|||
1
|
NAME OF REPORTING PERSONS
HITE MLP LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ | |
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
241,271
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
241,271
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
241,271
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ 23,027(1)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.206%(2)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 709311104
|
|||
1
|
NAME OF REPORTING PERSONS
HITE Hedge QP LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ | |
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
274,635
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
274,635
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,635
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ 16,501(1)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.373%(2)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 709311104
|
|||
1
|
NAME OF REPORTING PERSONS
HITE MLP Advantage LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ | |
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
132,081
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
132,081
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,081
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ 3,575(1)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.660%(2)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 709311104
|
|||
1
|
NAME OF REPORTING PERSONS
HITE MLP Caymans, Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒ | |
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
16,873
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
16,873
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,873
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ 134,018(1)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.084%(2)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
PennTex Midstream Partners, LP
|
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
11931 Wickchester Lane
Suite 300
Houston, TX 77043
|
Item 2(a). | Name of Person Filing: |
This Schedule 13G is being jointly filed by HITE Hedge Asset Management LLC (“HITE”), HITE Hedge LP (“HH”), HITE MLP LP (“MLP”), HITE Hedge QP LP (“QP”), HITE MLP Advantage LP (“MLPA”), HITE Hedge Offshore, Ltd. (“HHO”), HITE MLP Caymans, Ltd. (“CAY”), and James M. Jampel (together with HITE, HH, MLP, QP, MLPA, HHO and CAY, the “Reporting Persons”) with respect to common units of PennTex Midstream Partners, LP. (1)
|
|
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of the Reporting Persons is:
300 Washington Street
Suite 308
Newton, MA 02458
|
|
Item 2(c). | Citizenship: |
HITE Hedge Asset Management LLC is a Delaware limited liability company.
HITE Hedge LP is a Delaware limited partnership.
HITE Hedge QP LP is a Delaware limited partnership.
HITE MLP Advantage LP is a Delaware limited partnership.
HITE Hedge Offshore, Ltd. is a Cayman Islands exempted company.
HITE MLP Caymans, Ltd. is a Cayman Islands exempted company.
James M. Jampel is a citizen of the United States of America.
|
|
Item 2(d). | Title of Class of Securities: |
Common Units. | |
Item 2(e). | CUSIP Number: |
709311104 | |
Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable. |
Item 4. | Ownership. |
(a) | Amount beneficially owned(2)(3): |
HITE Hedge Asset Management LLC: 1,096,683 units
HITE Hedge LP: 395,216 units
HITE MLP LP: 241,271 units
HITE Hedge QP LP: 274,635 units
HITE MLP Advantage LP: 132,081 units
HITE MLP Caymans, Ltd.: 16,873 units
HITE Hedge Offshore, Ltd.: 36,607 units
James M. Jampel: 1,096,683 units(2)
|
|
(b) | Percent of class(1): |
HITE Hedge Asset Management LLC: 5.483%
HITE Hedge LP: 1.976%
HITE MLP LP: 1.206%
HITE Hedge QP LP: 1.373%
HITE MLP Advantage LP: 0.660%
HITE MLP Caymans, Ltd.: 0.084%
HITE Hedge Offshore, Ltd.: 0.183%
James M. Jampel: 5.483%(2)
|
(c) | Number of shares as to which the person has: | |
(i) | Sole power to vote or to direct the vote: 0 | |
(ii) | Shared power to vote or to direct the vote(3): | |
HITE Hedge Asset Management LLC: 1,096,683 units
HITE Hedge LP: 395,216 units
HITE MLP LP: 241,271 units
HITE Hedge QP LP: 274,635 units
HITE MLP Advantage LP: 132,081 units
HITE MLP Caymans, Ltd.: 16,873 units
HITE Hedge Offshore, Ltd.: 36,607 units
James M. Jampel: 1,096,683 units(2)
|
(iii) | Sole power to dispose or to direct the disposition of: 0 | |
(iv) | Shared power to dispose or to direct the disposition of(3): | |
HITE Hedge Asset Management LLC: 1,096,683 units
HITE Hedge LP: 395,216 units
HITE MLP LP: 241,271 units
HITE Hedge QP LP: 136,597 units
HITE MLP Advantage LP: 274,635 units
HITE MLP Caymans, Ltd.: 16,873 units
HITE Hedge Offshore, Ltd.: 36,607 units
James M. Jampel: 1,096,683 units(2)
|
Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
|
|
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
|
|
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
|
|
Item 8. | Identification and Classification of Members of the Group. |
For a list of the members of the group filing this Schedule 13G, refer to Exhibit A hereto. | |
Item 9. | Notice of Dissolution of Group. |
Not applicable. |
Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
HITE Hedge Asset Management LLC | |||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Managing Member | |||
HITE Hedge LP | |||
By: | HITE Hedge Capital LP, its General Partner | ||
By: | HITE Hedge Capital LLC, its General Partner | ||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Manager | |||
HITE MLP LP | |||
By: | HITE Hedge Capital LP, its General Partner | ||
By: | HITE Hedge Capital LLC, its General Partner | ||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Manager | |||
HITE Hedge QP LP | |||
By: | HITE Hedge Capital LP, its General Partner | ||
By: | HITE Hedge Capital LLC, its General Partner | ||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Manager | |||
HITE MLP Advantage LP | |||
By: | HITE Hedge Capital LP, its General Partner | ||
By: | HITE Hedge Capital LLC, its General Partner | ||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Manager | |||
HITE Hedge Offshore, Ltd. | |||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Director | |||
HITE MLP Caymans, Ltd. | |||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Director | |||
Individual | |||
/s/ James M. Jampel | |||
James M. Jampel |
Exhibit No.
|
Description
|
A
|
Group Members
|
B
|
Joint Filing Agreement
|
|
|
|
|
HITE Hedge Asset Management LLC | |||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Managing Member | |||
HITE Hedge LP | |||
By: | HITE Hedge Capital LP, its General Partner | ||
By: | HITE Hedge Capital LLC, its General Partner | ||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Manager | |||
HITE MLP LP | |||
By: | HITE Hedge Capital LP, its General Partner | ||
By: | HITE Hedge Capital LLC, its General Partner | ||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Manager | |||
HITE Hedge QP LP | |||
By: | HITE Hedge Capital LP, its General Partner | ||
By: | HITE Hedge Capital LLC, its General Partner | ||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Manager | |||
HITE MLP Advantage LP | |||
By: | HITE Hedge Capital LP, its General Partner | ||
By: | HITE Hedge Capital LLC, its General Partner | ||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Manager | |||
HITE Hedge Offshore, Ltd. | |||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Director | |||
HITE MLP Caymans, Ltd. | |||
|
By:
|
/s/ James M. Jampel | |
Name: James M. Jampel | |||
Title: Director | |||
Individual | |||
/s/ James M. Jampel | |||
James M. Jampel |