SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* NGP X US Holdings LP (Last) (First) (Middle) 5221 N. OCONNOR BLVD., SUITE 1100 (Street) IRVING TX 75039 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PennTex Midstream Partners, LP [ PTXP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/01/2016
	4. 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 Acquired, Disposed of, or Beneficially Owned
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)	11/01/2016		S		3,262,019(1)	D	(1)	0	I	See Footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	11/01/2016		S		12,500,000(1)		(4)	(4)	Common Units	12,500,000(1)	(1)	0	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person* NGP X US Holdings LP (Last) (First) (Middle) 5221 N. OCONNOR BLVD., SUITE 1100 (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP X Holdings GP, L.L.C. (Last) (First) (Middle) 5221 N. O?CONNOR BLVD., SUITE 1100 (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP Natural Resources X, L.P. (Last) (First) (Middle) 5221 N. O?CONNOR BLVD., SUITE 1100 (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP X Parallel Holdings, L.P. (Last) (First) (Middle) 5221 N. O?CONNOR BLVD., SUITE 1100 (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GFW X, L.L.C. (Last) (First) (Middle) 5221 N. O?CONNOR BLVD., SUITE 1100 (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* G.F.W. Energy X, L.P. (Last) (First) (Middle) 5221 N. O?CONNOR BLVD., SUITE 1100 (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP Energy Capital Management, L.L.C. (Last) (First) (Middle) 5221 N. O'CONNOR BLVD., SUITE 1100 (Street) IRVING TX 75039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported securities are held by PennTex Midstream Partners, LLC ("PennTex Development"). On November 1, 2016, NGP X US Holdings LP ("NGP X Holdings") transferred and assigned to Energy Transfer Partners, L.P. ("ETP") all of its 95.147% interest in PennTex Development, which owns 3,262,019 common units and 12,500,000 subordinated units of PennTex Midstream Partners, LP (the "Partnership"), in exchange for a combination of cash and ETP common units with a value equal to $343,091,523. The reporting owner disclaims beneficial ownership of the Partnership common units and subordinated units except to the extent of it pecuniary interest therein.

2. This Form 4 is filed jointly by NGP X Holdings, NGP Natural Resources X, L.P. ("NGP X"), NGP X Parallel Holdings, L.P. ("NGP X Parallel"), GFW X, L.L.C. ("GFW X"), G.F.W. Energy X, L.P. ("GFW Energy X") and NGP Energy Capital Management, L.L.C. ("NGP ECM").

3. NGP X Holdings is wholly owned and controlled by its general partner, NGP X Holdings GP, L.L.C. ("NGP X Holdings GP"), and its limited partners, NGP X and NGP X Parallel. NGP X Holdings GP is wholly owned by NGP X. GFW Energy X is the sole general partner of NGP X and NGP X Parallel. GFW X is the sole general partner of GFW Energy X. GFW X has delegated full power and authority to manage NGP X and NGP X Parallel to NGP ECM. Accordingly, NGP X Holdings, NGP X Holdings GP, NGP X, NGP X Parallel, GFW X, GFW Energy X and NGP ECM may be deemed to share voting and dispositive power over the reported units, and therefore may also be deemed to be the beneficial owner of these units but disclaims such ownership except to the extent of its pecuniary interest therein.

4. Subordinated units will convert into common units on a one-for-one basis as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-199020).

Remarks:

	/s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C., general partner of NGP X US Holdings, LP	11/03/2016
	/s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C.	11/03/2016
	/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P., general partner of NGP Natural Resources X, L.P.	11/03/2016
	/s/ Tony R. Weber , Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P., general partner of NGP X Parallel Holdings, L.P.	11/03/2016
	/s/ Tony R. Weber , Authorized Member of GFW X, L.L.C.	11/03/2016
	/s/ Tony R. Weber , Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P.	11/03/2016
	/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C.	11/03/2016
	** Signature of Reporting Person	Date
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