SEC Form 4 · accession 0000899243-18-031793

Mid-Con Energy Partners, LP · MCEP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

John C Goff

10% Owner

Goff MCEP II LP

10% Owner

Period of report

Dec 24, 2018

Accepted (ET)

Dec 27, 2018 · 2:46 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001527709

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Units^F1	Dec 24, 2018	P	143,000	$0.666	A	143,000	I	See footnote
Common Units^F2	Dec 24, 2018	P	35,000	$0.666	A	35,000	I	See footnote
Common Units^F1	Dec 26, 2018	P	65,000	$0.7324	A	208,000	I	See footnote
Common Units^F2	Dec 26, 2018	P	15,000	$0.7324	A	50,000	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class A Convertible Preferred Units^F5,F3	—	holding	—	—	—	Feb 11, 2017	—	Common Units Representing Limited Partner Interests	2,697,674	2,697,674	I
Class A Convertible Preferred Units^F6,F7,F3	—	holding	—	—	—	Feb 11, 2017	—	Common Units Representing Limited Partner Interests	1,860,465	1,860,465	I
Class A Convertible Preferred Units^F8,F3	—	holding	—	—	—	Feb 11, 2017	—	Common Units Representing Limited Partner Interests	232,558	232,558	I
Class B Convertible Preferred Units^F9,F4	—	holding	—	—	—	Jul 31, 2018	—	Common Units Representing Limited Partner Interests	5,098,039	5,098,039	I
Class B Convertible Preferred Units^F6,F7,F4	—	holding	—	—	—	Jul 31, 2018	—	Common Units Representing Limited Partner Interests	784,314	784,314	I
Class B Convertible Preferred Units^F10,F4	—	holding	—	—	—	Jul 31, 2018	—	Common Units Representing Limited Partner Interests	784,314	784,314	I
Class B Convertible Preferred Units^F11,F4	—	holding	—	—	—	Jul 31, 2018	—	Common Units Representing Limited Partner Interests	2,614,379	2,614,379	I

Explanation of responses

F1These Common Units are directly held by the John C. Goff 2010 Family Trust (the Trust). John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the common units representing limited partner interests (Common Units) held by the Trust.
F10These Class B Preferred 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 Class B Preferred 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 Class B Preferred Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class B Preferred Units held by the Trust.
F11These Class B Preferred 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 Class B Preferred 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 Class B Preferred Units held by GFS Energy. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class B Preferred Units held by the Trust.
F2These Common Units are directly held by Goff Family Investments, LP (Goff Investments). Goff Capital, Inc. (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. The Trust is the controlling shareholder of Goff Capital and, as such, it may be deemed to beneficially own the Common Units held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust.
F3The Class A Convertible Preferred Units (Class A Preferred Units) are convertible into Common Units on a one-for-one basis and have no expiration date.
F4The Class B Convertible Preferred Units (Class B Preferred Units) are convertible into Common Units on a one-for-one basis and have no expiration date.
F5These Class A Preferred Units are held directly by Goff MCEP Holdings, LLC (Goff MCEP Holdings). Goff Capital is the manager of Goff MCEP Holdings, and, as such, it may be deemed to beneficially own the Class A Preferred Units held by Goff MCEP Holdings. The John C. Goff 2010 Family Trust (the Trust) is the controlling shareholder of Goff Capital, and, as such, it may be deemed to beneficially own the Class A Preferred Units held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class A Preferred Units held by the Trust.
F6These Class A and Class B Preferred 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 Class A and Class B Preferred Units held by Goff REN. GFS Management, LLC (GFS Management) is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Class A and Class B Preferred Units held by GFS REN. Goff Focused Strategies LLC (GFS) is the managing member of GFS Management and, as such,
F7(Continued from Footnote 6) it may be deemed to beneficially own the Class A and Class B Preferred Units held by GFS Management. GFT Strategies, LLC (GFT) is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class A and Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class A and Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class A and Class B Preferred Units held by the Trust.
F8These Class A Preferred Units are held directly by the Goff Family Foundation (Family Foundation). John C. Goff is the sole board member of the Family Foundation and, as such, he may be deemed to beneficially own the Class A Preferred Units held by the Family Foundation.
F9These Class B Preferred 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 Class B Preferred Units held by Goff MCEP II. GFS Management is the managing member of GFS MCEP and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS MCEP. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class B Preferred Units held by the Trust.