Sec Form 4/A Filing - GOFF JOHN C @ Mid-Con Energy Partners, LP - 2018-12-31

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person GOFF JOHN C 2. Issuer Name and Ticker or Trading Symbol Mid-Con Energy Partners, LP [ MCEP] 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) 500 COMMERCE STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2018 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 01/03/2019 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 12/31/2018 P 280,000 A $ 0.7798 518,000 I See footnote ( 1 ) Common Units 12/31/2018 P 100,000 A $ 0.7798 160,000 I See footnote ( 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 Class A Convertible Preferred Units ( 3 ) 02/11/2017 ( 3 ) Common Units Representing Limited Partner Interests 2,697,674 2,697,674 I See footnote ( 5 ) Class A Convertible Preferred Units ( 3 ) 02/11/2017 ( 3 ) Common Units Representing Limited Partner Interests 1,860,465 1,860,465 I See footnote ( 6 ) ( 7 ) Class A Convertible Preferred Units ( 3 ) 02/11/2017 ( 3 ) Common Units Representing Limited Partner Interests 232,558 232,558 I See footnote ( 8 ) Class B Convertible Preferred Units ( 4 ) 07/31/2018 ( 4 ) Common Units Representing Limited Partner Interests 5,098,039 5,098,039 I See footnote ( 9 ) Class B Convertible Preferred Units ( 4 ) 07/31/2018 ( 4 ) Common Units Representing Limited Partner Interests 784,314 784,314 I See footnote ( 6 ) ( 7 ) Class B Convertible Preferred Units ( 4 ) 07/31/2018 ( 4 ) Common Units Representing Limited Partner Interests 784,314 784,314 I See footnote ( 10 ) Class B Convertible Preferred Units ( 4 ) 07/31/2018 ( 4 ) Common Units Representing Limited Partner Interests 2,614,379 2,614,379 I See footnote ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOFF JOHN C 500 COMMERCE STREET FORT WORTH, TX76102 X GFS REN GP, LLC 500 COMMERCE STREET FORT WORTH76102 X GFT Strategies, LLC 500 COMMERCE STREET FORT WORTH76102 X Goff MCEP II LP 500 COMMERCE STREET FORT WORTH, TX76102 X GFS MCEP GP, LLC 500 COMMERCE STREET FORT WORTH, TX76102 X GFS Management, LLC 500 COMMERCE STREET FORT WORTH, TX76102 X Goff Focused Strategies LLC 500 COMMERCE STREET FORT WORTH, TX76102 X John C. Goff 2010 Family Trust 500 COMMERCE STREET FORT WORTH, TX76102 X Signatures John C. Goff 01/08/2019 Signature of Reporting Person Date Goff MCEP II, LP, By: GFS MCEP GP, LLC, the general partner, By John C. Goff, Chief Executive Officer 01/08/2019 Signature of Reporting Person Date GFS MCEP GP, LLC, By: John C. Goff, Chief Executive Officer 01/08/2019 Signature of Reporting Person Date GFS REN GP, LLC, By: John C. Goff, Chief Executive Officer 01/08/2019 Signature of Reporting Person Date GFS Management, LLC, By: its man aging member, Goff Focused Strategies LLC, By: John C. Goff, Chief Executive Officer 01/08/2019 Signature of Reporting Person Date Goff Focused Strategies LLC, By: John C. Goff, Chief Executive Officer 01/08/2019 Signature of Reporting Person Date GFT Strategies, LLC, By: its controlling equity holder, John C. Goff 2010 Family Trust By: John C. Goff, Trustee 01/08/2019 Signature of Reporting Person Date John C. Goff 2010 Family Trust, By: John C. Goff, Trustee 01/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These Common Units are directly held by the John C. Goff 2010 Family Trust (the Trust). John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the common units representing limited partner interests (Common Units) held by the Trust. ( 2 )These Common Units are directly held by Goff Family Investments, LP (Goff Investments). Goff Capital, Inc. (Goff Capital) is the general partner of Goff Investments and, as such, it may be deemed to beneficially own the Common Units held by Goff Investments. The Trust is the controlling shareholder of Goff Capital and, as such, it may be deemed to beneficially own the Common Units held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. ( 3 )The Class A Convertible Preferred Units (Class A Preferred Units) are convertible into Common Units on a one-for-one basis and have no expiration date. ( 4 )The Class B Convertible Preferred Units (Class B Preferred Units) are convertible into Common Units on a one-for-one basis and have no expiration date. ( 5 )These Class A Preferred Units are held directly by Goff MCEP Holdings, LLC (Goff MCEP Holdings). Goff Capital is the manager of Goff MCEP Holdings, and, as such, it may be deemed to beneficially own the Class A Preferred Units held by Goff MCEP Holdings. The Trust is the controlling shareholder of Goff Capital, and, as such, it may be deemed to beneficially own the Class A Preferred Units held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class A Preferred Units held by the Trust. ( 6 )These Class A and Class B Preferred Units are held directly by Goff REN Holdings, LLC (Goff REN). GFS REN GP, LLC (GFS REN) is the managing member of Goff REN and, as such, it may be deemed to beneficially own the Class A and Class B Preferred Units held by Goff REN. GFS Management, LLC (GFS Management) is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Class A and Class B Preferred Units held by GFS REN. Goff Focused Strategies LLC (GFS) is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Class A and Class B Preferred Units held by GFS Management. ( 7 )(Continued from Footnote 6) GFT Strategies, LLC (GFT) is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class A and Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class A and Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class A and Class B Preferred Units held by the Trust. ( 8 )These Class A Preferred Units are held directly by the Goff Family Foundation (Family Foundation). John C. Goff is the sole board member of the Family Foundation and, as such, he may be deemed to beneficially own the Class A Preferred Units held by the Family Foundation. ( 9 )These Class B Preferred Units are held directly by Goff MCEP II, LP (Goff MCEP II). GFS MCEP GP, LLC (GFS MCEP) is the general partner of Goff MCEP II and, as such, it may be deemed to beneficially own the Class B Preferred Units held by Goff MCEP II. GFS Management is the managing member of GFS MCEP and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS MCEP. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class B Preferred Units held by the Trust. ( 10 )These Class B Preferred Units are held directly by Goff REN Holdings II, LLC (Goff REN II). GFS REN is the managing member of Goff REN II and, as such, it may be deemed to beneficially own the Class B Preferred Units held by Goff REN II. GFS Management is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class B Preferred Units held by the Trust. ( 11 )These Class B Preferred Units are held directly by Goff Focused Energy Strategies, LP (Goff Energy). GFS Energy GP, LLC (GFS Energy) is the general partner of Goff Energy and, as such, it may be deemed to beneficially own the Class B Preferred Units held by Goff Energy. GFS Management is the managing member of GFS Energy and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS Energy. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class B Preferred Units held by the Trust.

Remarks: This report on Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Persons on January 3, 2019. This report on Form 4/A is being filed solely to add the following persons as Reporting Persons to this report: GFS MCEP GP, LLC, GFS REN GP, LLC, GFS Management, LLC, GFT Strategies, LLC, and Goff Focused Strategies LLC. All other provisions in the original Form 4 remain unchanged.

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.