Sec Form 4 Filing - MRD MIDSTREAM LLC @ PennTex Midstream Partners, LP - 2016-11-01

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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
MRD MIDSTREAM 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)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
5221 N. O'CONNOR BLVD., SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2016
(Street)
IRVING, TX75039
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) 11/01/2016 S 2,127,704 D $ 17.05 ( 1 ) 0 D ( 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 (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
Subordinated Units (Limited Partner Interests) ( 4 ) 11/01/2016 S 5,250,000 ( 4 ) ( 4 ) Common Units 5,250,000 $ 17.05 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MRD MIDSTREAM LLC
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
NGP Energy Capital Management, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
Signatures
/s/ Kyle N. Roane, Vice President of MRD Midstream LLC 11/03/2016
Signature of Reporting Person Date
/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C. 11/03/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 1, 2016, MRD Midstream LLC ("MRD") transferred and assigned to Energy Transfer Partners, L.P. ("ETP") all of its 2,127,704 common units and 5,250,000 subordinated units of PennTex Midstream Partners, LP in exchange for a combination of cash and ETP common units with a value equal to $135,869,853 pursuant to a contribution agreement entered into among such parties, among others, on October 24, 2016 ("Contribution Agreement"). After giving effect to the transactions contemplated by the Contribution Agreement, MRD no longer owns any interests in the Issuer.
( 2 )This Form 4 is filed jointly by MRD, MRD Holdco LLC ("MRD Holdco"), Natural Gas Partners VIII, L.P. ("NGP VIII"), Natural Gas Partners IX, L.P. ("NGP IX"), NGP IX Offshore Holdings, L.P. ("NGP IX Offshore"), GFW VIII, L.L.C. ("GFW VIII"), G.F.W. Energy VIII, L.P. ("GFW Energy VIII"), GFW IX, L.L.C. ("GFW IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM") pursuant to the transactions resulting from the Contribution Agreement.
( 3 )MRD is a wholly owned subsidiary of MRD Holdco. NGP VIII, NGP IX and NGP IX Offshore own a controlling interest in MRD Holdco. GFW VIII is the sole general partner of GFW Energy VIII, which is the general partner of NGP VIII, and GFW IX is the sole general partner of GFW Energy IX, which is the general partner of NGP IX and NGP IX Offshore. GFW VIII has delegated full power and authority to manage NGP VIII, and GFW IX has delegated full power and authority to manage NGP IX and NGP IX Offshore, respectively, to NGP ECM. Accordingly, each of MRD, MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX, GFW Energy IX 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.
( 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:
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