Sec Form 4 Filing - Moore Stephen M @ PennTex Midstream Partners, LP - 2016-11-01

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
Moore Stephen M
2. Issuer Name and Ticker or Trading Symbol
PennTex Midstream Partners, LP [ PTXP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SEE REMARKS
(Last) (First) (Middle)
11931 WICKCHESTER LANE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2016
(Street)
HOUSTON, TX77043
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 11/01/2016 M 26,659 ( 1 ) A $ 0 36,634 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 (RIGHTS TO COMMON UNITS) ( 2 ) 11/01/2016 M( 3 ) 23,333 ( 3 ) ( 2 ) COMMON UNITS (LIMITED PARTNER INTERESTS) 23,333 $ 0 0 D
PHANTOM UNITS (RIGHTS TO COMMON UNITS) ( 2 ) 11/01/2016 M( 3 ) 17,695 ( 3 ) ( 2 ) COMMON UNITS (LIMITED PARTNER INTERESTS) 17,695 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Moore Stephen M
11931 WICKCHESTER LANE, SUITE 300
HOUSTON, TX77043
SEE REMARKS
Signatures
/s/ Stephen M. Moore 11/02/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the issuance of common units, net of taxes paid, in respect of phantom units that vested upon the change in control of the Issuer on November 1, 2016 in connection with the closing of the transaction contemplated by this certain Contribution Agreement dated October 24, 2016 (the "Contribution Agreement") by and among PennTex Midstream Partners, LLC, Energy Transfer Partners, L.P. and the other contributors party thereto.
( 2 )The phantom units expire upon settlement. Upon vesting, the phantom units are settled in common units (on a one-for-one basis) or, at the discretion of the Issuer, in cash.
( 3 )Represents the settlement of all outstanding phantom units granted to the reporting person under the PennTex Midstream Partners, LP 2015 Long-Term Incentive Plan.

Remarks:
The reporting person is the Vice President, General Counsel and Secretary of PennTex Midstream GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

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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