Sec Form 4 Filing - Reynolds Fred Norman @ Mid-Con Energy Partners, LP - 2021-01-21

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 Reynolds Fred Norman 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 420 THROCKMORTON STREET, SUITE 750 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2021 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Stock 01/21/2021 D 29,939 D $ 0 ( 2 ) 0 D

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 ( 1 ) 01/21/2021 D 52,000 ( 3 ) ( 1 ) ( 1 ) Common Units 52,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reynolds Fred Norman 420 THROCKMORTON STREET, SUITE 750 FORT WORTH, TX76102 X Signatures Fred N. Reynolds 01/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 23, 2020, Fred N. Reynolds received an equity award of 52,000 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 were to 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. ( 2 )On January 21, 2021, pursuant to the Agreement and Plan of Merger dated as of October 25, 2020 ("Merger") by and among Michael Merger Sub LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of Contango ("Merger Sub"), Contango Oil & Gas Company, a Texas corporation ("Contango"), Mid-Con Energy Partners, LP, a Delaware limited partnership ("Mid-Con"), and Mid-Con Energy GP, LLC, a Delaware limited liability company and the general partner of Mid-Con ("Mid-Con GP"), Mid-Con merged with and into Merger Sub with Merger Sub being the surviving entity and becoming a subsidiary of the Contango. At the effective time of the Merger, each outstanding Common Unit in Mid-Con ("Common Unit") was converted into the right to receive 1.7500 shares of Common Stock of Contango in consideration for each Common Unit that such holder owned immediately prior to the effective time of the Merger. ( 3 )The Agreement and Plan of Merger provides that, at the effective time of the Merger, each Mid-Con phantom unit award outstanding as of the effective time became fully vested, and was converted into the right to receive a number of shares of Contango common stock equal to the product of (i) the number of Mid-Con common units subject to such award and (ii) the exchange ratio.

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