| 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)
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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) 06/09/2015 | ||||||||||||||||||||||||||
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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 (LIMITED PARTNER INTERESTS) | 06/09/2015 | A | 4,414,063(2) | A | $0.00 | 4,414,063(2) | D(1) | |||
| COMMON UNITS (LIMITED PARTNER INTERESTS) | 06/09/2015 | J(3) | 1,803,942 | D | $0.00 | 2,610,121(2) | D(1) | |||
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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 | ||||||||
| SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) | (4) | 06/09/2015 | A | 12,500,000(2) | (4) | (4) | COMMON UNITS | 12,500,000 | $0.00(4) | 12,500,000 | D(1) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by PennTex Midstream Partners, LLC ("PennTex Development") and NGP X US Holdings, L.P. ("NGP X"), in connection with the closing of the Issuer's initial public offering (the "Offering") of common units representing limited partner interests pursuant to a Registration Statement on Form S-1 (Registration No. 333-199020) (the "Registration Statement"). NGP X owns a 95.1% membership interest in PennTex Development and may be deemed to indirectly beneficially own the securities owned by PennTex Development, but disclaims such ownership except to the extent of its pecuniary interest. |
| 2. As described in the Registration Statement, in connection with the closing of the Issuer's initial public offering (the "IPO") and the Issuer's formation transactions and assuming the full exercise of the underwriters' option to purchase additional common units, PennTex Development directly holds 2,610,121 common units and 12,500,000 subordinated units, representing an approximate 37.8% limited partnership interest in the Issuer, after giving effect to the Louisiana Midstream Exchange, as defined in footnote 3. If the underwriters do not exercise their option to purchase additional common units, PennTex Development will directly hold 3,664,808 common units and 12,500,000 subordinated units, representing an approximate 40.4% limited partner interest in the Issuer, giving effect to the Louisiana Midstream Exchange. |
| 3. As described in the Registration Statement, represents the distribution by PennTex Development of 1,803,942 common units in the Issuer in exchange for the preferred units in PennTex Development owned by Louisiana Midstream, LLC promptly following the closing of the IPO (the "Louisiana Midstream Exchange"). |
| 4. Subordinated units will convert into common units on a one-for-one basis at the end of the subordination period as described in the Registration Statement. |
| Remarks: |
| /s/ Stephen M. Moore, Vice President, General Counsel and Secretary of PennTex Midstream Partners, LLC | 06/09/2015 | |
| /s/ Tony R. Weber, Authorized Person of NGP X US Holdings, L.P. | 06/09/2015 | |
| ** 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. | ||