Sec Form 4 Filing - NGP X US Holdings LP @ PennTex Midstream Partners, LP - 2016-11-01

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 NGP X US Holdings LP 2. Issuer Name and Ticker or Trading Symbol PennTex Midstream Partners, LP [ PTXP] 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) 5221 N. OCONNOR BLVD., SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2016 (Street) IRVING, TX75039 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 (Limited Partner Interests) 11/01/2016 S 3,262,019 ( 1 ) D 0 I See Footnotes ( 2 ) ( 3 )

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 Subordinated Units (Limited Partner Interests) ( 4 ) 11/01/2016 S 12,500,000 ( 1 ) ( 4 ) ( 4 ) Common Units 12,500,000 ( 1 ) ( 1 ) 0 I See Footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NGP X US Holdings LP 5221 N. OCONNOR BLVD., SUITE 1100 IRVING, TX75039 X X NGP X Holdings GP, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X NGP Natural Resources X, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X NGP X Parallel Holdings, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X GFW X, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X G.F.W. Energy X, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X NGP Energy Capital Management, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX75039 X X Signatures /s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C., general partner of NGP X US Holdings, LP 11/03/2016 Signature of Reporting Person Date /s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C. 11/03/2016 Signature of Reporting Person Date /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P., general partner of NGP Natural Resources X, L.P. 11/03/2016 Signature of Reporting Person Date /s/ Tony R. Weber , Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P., general partner of NGP X Parallel Holdings, L.P. 11/03/2016 Signature of Reporting Person Date /s/ Tony R. Weber , Authorized Member of GFW X, L.L.C. 11/03/2016 Signature of Reporting Person Date /s/ Tony R. Weber , Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P. 11/03/2016 Signature of Reporting Person Date /s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C. 11/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are held by PennTex Midstream Partners, LLC ("PennTex Development"). On November 1, 2016, NGP X US Holdings LP ("NGP X Holdings") transferred and assigned to Energy Transfer Partners, L.P. ("ETP") all of its 95.147% interest in PennTex Development, which owns 3,262,019 common units and 12,500,000 subordinated units of PennTex Midstream Partners, LP (the "Partnership"), in exchange for a combination of cash and ETP common units with a value equal to $343,091,523. The reporting owner disclaims beneficial ownership of the Partnership common units and subordinated units except to the extent of it pecuniary interest therein. ( 2 )This Form 4 is filed jointly by NGP X Holdings, NGP Natural Resources X, L.P. ("NGP X"), NGP X Parallel Holdings, L.P. ("NGP X Parallel"), GFW X, L.L.C. ("GFW X"), G.F.W. Energy X, L.P. ("GFW Energy X") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). ( 3 )NGP X Holdings is wholly owned and controlled by its general partner, NGP X Holdings GP, L.L.C. ("NGP X Holdings GP"), and its limited partners, NGP X and NGP X Parallel. NGP X Holdings GP is wholly owned by NGP X. GFW Energy X is the sole general partner of NGP X and NGP X Parallel. GFW X is the sole general partner of GFW Energy X. GFW X has delegated full power and authority to manage NGP X and NGP X Parallel to NGP ECM. Accordingly, NGP X Holdings, NGP X Holdings GP, NGP X, NGP X Parallel, GFW X, GFW Energy X and NGP ECM may be deemed to share voting and dispositive power over the reported units, and therefore may also be deemed to be the beneficial owner of these units but disclaims such ownership except to the extent of its pecuniary interest therein. ( 4 )Subordinated units will convert into common units on a one-for-one basis as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-199020).

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