Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
Goff Travis
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)
X __ 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)
10/23/2020
(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 1,736,403 I See footnote ( 1 )
Common Units 2,724,753 I See footnote ( 2 )
Common Units 1,616,713 I See footnote ( 3 )
Common Units 419,193 I See footnote ( 4 )
Common Units 1,397,309 I See footnote ( 5 )
Common Units 8,000 I See footnote ( 6 )
Common Units 149,690 I See footnote ( 7 )
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
Phantom Units ( 8 ) 10/23/2020 A 41,000 ( 8 ) ( 8 ) Common Units 41,000 $ 0 41,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goff Travis
500 COMMERCE STREET
FORT WORTH, TX76102
X 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 Investments, LP
500 COMMERCE STREET
FORT WORTH, TX76102
X
Goff Family Foundation
500 COMMERCE STREET
FORT WORTH, TX76102
X
Signatures
Travis Goff 10/27/2020
** Signature of Reporting Person Date
Goff MCEP Holdings, LLC, By: Goff Capital, Inc., the manager, By: Travis Goff, President 10/27/2020
** Signature of Reporting Person Date
Goff MCEP II, LP, By: GFS MCEP GP, LLC, the general partner, By: Travis Goff, President 10/27/2020
** Signature of Reporting Person Date
Goff REN Holdings, LLC, By: GFS REN GP, LLC, the manager, By: Travis Goff, President 10/27/2020
** Signature of Reporting Person Date
Goff REN Holdings II, LLC, By: GFS REN GP, LLC, the manager, By: Travis Goff, President 10/27/2020
** Signature of Reporting Person Date
Goff Focused Energy Strategies, LP, By: GFS Energy GP, LLC, as general partner, By: Travis Goff, President 10/27/2020
** Signature of Reporting Person Date
Goff Family Investments, LP, By: Goff Capital, Inc., as general partner, By: Travis Goff, President 10/27/2020
** Signature of Reporting Person Date
Goff Family Foundation, By: Travis Goff, President 10/27/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These Common Units are held directly by Goff MCEP Holdings, LLC (Goff MCEP Holdings). Goff Capital, Inc. (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. Travis Goff is the President of Goff Capital and, as such, he may be deemed to beneficially own the Common Units held by the Goff MCEP Holdings. Mr. Goff disclaims beneficial ownership of Common Units held by Goff MCEP Holdings, except to the extent of his pecuniary interest therein.
( 2 )These Common 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. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by the Goff MCEP II. Mr. Goff disclaims beneficial ownership of Common Units held by Goff MCEP II, except to the extent of his pecuniary interest therein.
( 3 )These Common 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. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by Goff REN. Mr. Goff disclaims beneficial ownership of Common Units held by Goff REN, except to the extent of his pecuniary interest therein.
( 4 )These Common 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. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by Goff REN II. Mr. Goff disclaims beneficial ownership of Common Units held by Goff REN II, except to the extent of his pecuniary interest therein.
( 5 )These Common 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. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by Goff Energy. Mr. Goff disclaims beneficial ownership of Common Units held by Goff Energy, except to the extent of his pecuniary interest therein.
( 6 )These Common Units are directly held by Goff Family Investments, LP (Goff Investments). 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. Travis Goff is the President of Goff Capital and, as such, he may be deemed to beneficially own the Common Units held by Goff Investments. Mr. Goff disclaims beneficial ownership of Common Units held by Goff Investments, except to the extent of his pecuniary interest therein.
( 7 )These Common Units are held directly by the Goff Family Foundation (Family Foundation). Travis Goff is the President of the Family Foundation and, as such, he may be deemed to beneficially own the Common Units held by Family Foundation. Mr. Goff disclaims beneficial ownership of Common Units held by Family Foundation, except to the extent of his pecuniary interest therein.
( 8 )On October 23, 2020, Travis Goff received an equity award of 41,000 Phantom Units, convertible on a one for one basis into Common Units, issued under the Issuer's Long Term Incentive Plan. Subject to certain acceleration provisions, the Phantom Units vest on the earlier of (a) the twelve (12)-month anniversary of the date of grant and (b) the date of the annual meeting of unitholders next following the date of grant. The Phantom Units do not have an expiration date.

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).

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