Sec Form 4 Filing - GOFF JOHN C @ Mid-Con Energy Partners, LP - 2020-06-04

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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)
06/04/2020
(Street)
FORT WORTH, TX76102
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 25,900 I See footnote ( 1 )
Common Units 8,000 I See footnote ( 2 )
Common Units 06/04/2020 C 1,736,403 A $ 0 1,736,403 I See footnote ( 5 )
Common Units 06/04/2020 C 2,724,753 A $ 0 2,724,753 I See footnote ( 6 ) ( 7 )
Common Units 06/04/2020 C 1,616,713 A $ 0 1,616,713 I See footnote ( 8 )
Common Units 06/04/2020 C 419,193 A $ 0 419,193 I See footnote ( 9 )
Common Units 06/04/2020 C 1,397,309 A $ 0 1,397,309 I See footnote ( 10 )
Common Units 06/04/2020 C 149,690 A $ 0 149,690 I See footnote ( 11 )
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 ) 06/04/2020 C 2,697,674 02/11/2017 ( 3 ) Common Units Representing Limited Partner Interests 2,697,674 $ 0 0 I See footnote ( 5 )
Class A Convertible Preferred Units ( 3 ) 06/04/2020 C 1,860,465 02/11/2017 ( 3 ) Common Units Representing Limited Partner Interests 1,860,465 $ 0 0 I See footnote ( 8 )
Class A Convertible Preferred Units ( 3 ) 06/04/2020 C 232,558 02/11/2017 ( 3 ) Common Units Representing Limited Partner Interests 232,558 $ 0 0 I See footnote ( 11 )
Class B Convertible Preferred Units ( 4 ) 06/04/2020 C 5,098,039 07/31/2018 ( 4 ) Common Units Representing Limited Partner Interests 5,098,039 $ 0 0 I See footnote ( 6 ) ( 7 )
Class B Convertible Preferred Units ( 4 ) 06/04/2020 C 784,314 07/31/2018 ( 4 ) Common Units Representing Limited Partner Interests 784,314 $ 0 0 I See footnote ( 8 )
Class B Convertible Preferred Units ( 4 ) 06/04/2020 C 784,314 07/31/2018 ( 4 ) Common Units Representing Limited Partner Interests 784,314 $ 0 0 I See footnote ( 9 )
Class B Convertible Preferred Units ( 4 ) 06/04/2020 C 2,614,379 07/31/2018 ( 4 ) Common Units Representing Limited Partner Interests 2,614,379 $ 0 0 I See footnote ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOFF JOHN C
500 COMMERCE STREET
FORT WORTH, TX76102
X
Goff MCEP Holdings, LLC
500 COMMERCE STREET
FORT WORTH, TX76102
X
Goff MCEP II LP
500 COMMERCE STREET
FORT WORTH, TX76102
X
Goff REN Holdings, LLC
500 COMMERCE STREET
FORT WORTH, TX76102
X
Goff REN Holdings II, LLC
500 COMMERCE STREET
FORT WORTH, TX76102
X
Goff Focused Energy Strategies LP
500 COMMERCE STREET
FORT WORTH, TX76102
X
Goff Family Foundation
500 COMMERCE STREET
FORT WORTH, TX76102
X
Goff Family Investments, LP
500 COMMERCE STREET
FORT WORTH, TX76102
X
John C. Goff 2010 Family Trust
500 COMMERCE STREET
FORT WORTH, TX76102
X
Signatures
John C. Goff 06/08/2020
Signature of Reporting Person Date
Goff MCEP Holdings, LLC, By: Goff Capital, Inc., the manager, By John C. Goff, Chief Executive Officer 06/08/2020
Signature of Reporting Person Date
Goff MCEP II, LP, By: GFS MCEP GP, LLC, the general partner, By John C. Goff, Chief Executive Officer 06/08/2020
Signature of Reporting Person Date
Goff REN Holdings, LLC, By: GFS REN GP, LLC, the manager, By John C. Goff, Chief Executive Officer 06/08/2020
Signature of Reporting Person Date
Goff REN Holdings II, LLC, By: GFS REN GP, LLC, the manager, By John C. Goff, Chief Executive Officer 06/08/2020
Signature of Reporting Person Date
Goff Focused Energy Strategies, LP, By: GFS Energy GP, LLC, the general partner, By John C. Goff, Chief Executive Officer 06/08/2020
Signature of Reporting Person Date
Goff Family Foundation, By: John C. Goff, Sole board member 06/08/2020
Signature of Reporting Person Date
Goff Family Investments, LP, By: Goff Capital, Inc., the general partner, By John C. Goff, Chief Executive Officer 06/08/2020
Signature of Reporting Person Date
John C. Goff 2010 Family Trust, By: John C. Goff, Trustee 06/08/2020
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 )On June 4, 2020, the Issuer informed the Reporting Persons that, effective immediately, each Class A Convertible Preferred Unit (Class A Preferred Units) had converted into 0.6436667 Common Units. Prior to the conversion, the Class A Preferred Units had no expiration date.
( 4 )On June 4, 2020, the Issuer informed the Reporting Persons that, effective immediately, each Class B Convertible Preferred Unit (Class B Preferred Units) had converted into 0.5344706 Common Units. Prior to the conversion, the Class B Preferred Units had no expiration date.
( 5 )These Class A Preferred Units and the Common Units acquired upon conversion of the 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 Common 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 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 Common Units held by the Trust.
( 6 )These Class B Preferred Units and the Common Units acquired upon conversion of the 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 Common Units held by Goff MCEP II. GFS Management, LLC (GFS Management) is the managing member of GFS MCEP and, as such, it may be deemed to beneficially own the Common Units held by GFS MCEP. Goff Focused Strategies LLC (GFS) is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. GFT Strategies, LLC (GFT) is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Units held by GFT.
( 7 )(continued from footnote 6) John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Units held by the Trust.
( 8 )These Class A and Class B Preferred Units and the Common Units acquired upon conversion of the 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 Common Units held by Goff REN. GFS Management is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Common Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Units held by the Trust.
( 9 )These Class B Preferred Units and the Common Units acquired upon conversion of the 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 Common 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 Common Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Units held by the Trust.
( 10 )These Class B Preferred Units and the Common Units acquired upon conversion of the 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 Common 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 Common Units held by GFS Energy. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to benefi cially own the Common Units held by the Trust.
( 11 )These Class A Preferred Units and the Common Units acquired upon conversion of the 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 Common Units held by the Family Foundation.

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.