Sec Form 4 Filing - PennTex Midstream Partners, LLC @ PennTex Midstream Partners, LP - 2015-07-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PennTex Midstream Partners, LLC 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) (Last) (First) (Middle) 11931 WICKCHESTER LANE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 07/06/2015 (Street) HOUSTON, TX77043 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) 07/06/2015 A 651,898 ( 3 ) A $ 0 3,262,019 ( 3 ) D ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PennTex Midstream Partners, LLC 11931 WICKCHESTER LANE, SUITE 300 HOUSTON, TX77043 X X NGP X US Holdings LP 11931 WICKCHESTER LANE, SUITE 300 HOUSTON, TX77043 X X NGP Natural Resources X, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X NGP X Parallel Holdings, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X GFW X, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X G.F.W. Energy X, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X NGP Energy Capital Management, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X Signatures /s/ Stephen M. Moore, Vice President, General Counsel and Secretary of PennTex Midstream Partners, LLC 07/08/2015 Signature of Reporting Person Date /s/ Kenneth A. Hersh, Authorized Person of NGP X Holdings GP, L.L.C., general partner of NGP X US Holdings, L.P. 07/08/2015 Signature of Reporting Person Date /s/ Kenneth A. Hersh, 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. 07/08/2015 Signature of Reporting Person Date /s/ Kenneth A. Hersh, 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. 07/08/2015 Signature of Reporting Person Date /s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C. 07/08/2015 Signature of Reporting Person Date /s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P. 07/08/2015 Signature of Reporting Person Date /s/ Kenneth A. Hersh, Chief Executive Officer of NGP Energy Capital Management, L.L.C. 07/08/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by PennTex Midstream Partners, LLC ("PennTex Development"), NGP X US Holdings, L.P. ("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"), pursuant to the expiration of the underwriters' option to purchase additional common units of the Issuer in connection with the initial public offering of common units representing limited partner interests pursuant to a Registration Statement on Form S-1 (Registration No. 333-199020) (the "Registration Statement"). ( 2 )NGP X Holdings owns a 95.1% membership interest in PennTex Development. 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, each of PennTex Development, 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. ( 3 )On June 18, 2015, the underwriters exercised, in part, their option to purchase additional common units as described in the Registration Statement. On July 6, 2015, as a result of the expiration of the underwriters' option to purchase additional common units, as described in the Registration Statement, the Issuer issued 651,898 common units to PennTex Development for no additional consideration. After giving effect to such deferred issuance, PennTex Development owns 3,262,019 common units and 12,500,000 subordinated units, representing an approximate 39.4% limited partner interest in the Issuer.

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