Sec Form 4 Filing - McLawhorn Charles L III @ Mid-Con Energy Partners, LP - 2018-07-31

Insider filing report for Changes in Beneficial Ownership
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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
McLawhorn Charles L III
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP General Counsel & Secretary
(Last) (First) (Middle)
2431 E. 61ST STREET, SUITE 850
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2018
(Street)
TULSA, OK74136
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 units representing limited partner interests 07/31/2018 A 10,000 ( 1 ) A $ 1.75 35,453 D
Common units representing limited partner interests 08/06/2018 M 3,385 D $ 1.5215 ( 2 ) 32,068 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McLawhorn Charles L III
2431 E. 61ST STREET, SUITE 850
TULSA, OK74136
VP General Counsel & Secretary
Signatures
/s/ Charles L. McLawhorn, III, Vice President & General Counsel 08/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Common units awarded to Mr. McLawhorn pursuant to the Mid-Con Energy Partners, LP Long-Term Incentive Program.
( 2 )Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. The Reporting Person did not sell or otherwise dispose of any of the units for any reason other than to cover required taxes. The units were sold in multiple transactions at prices ranging from $1.49 to $1.61. This amount represents the weighted average sales price of such transactions. The Reporting Person undertakes to provide full information regarding the number of units purchased at each separate price upon request by the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.

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).
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