SEC Form 4 · accession 0000899243-15-000938
PennTex Midstream Partners, LP · PTXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
NGP Energy Capital Management, L.L.C.
Director · 10% Owner
NGP Natural Resources X, L.P.
Director · 10% Owner
G.F.W. Energy X, L.P.
Director · 10% Owner
GFW X, L.L.C.
Director · 10% Owner
NGP X Parallel Holdings, L.P.
Director · 10% Owner
NGP X US Holdings LP
Director · 10% Owner
PennTex Midstream Partners, LLC
Director · 10% Owner
Period of report
Jul 6, 2015
Accepted (ET)
Jul 8, 2015 · 7:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001617798
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON UNITS (LIMITED PARTNER INTERESTS)F3,F1,F2 | Jul 6, 2015 | A | 651,898 | $0.00 | A | 3,262,019 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by PennTex Midstream Partners, LLC ("PennTex Development"), NGP X US Holdings, L.P. ("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"), pursuant to the expiration of the underwriters' option to purchase additional common units of the Issuer in connection with the initial public offering of common units representing limited partner interests pursuant to a Registration Statement on Form S-1 (Registration No. 333-199020) (the "Registration Statement").
- F2NGP X Holdings owns a 95.1% membership interest in PennTex Development. 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, each of PennTex Development, 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.
- F3On June 18, 2015, the underwriters exercised, in part, their option to purchase additional common units as described in the Registration Statement. On July 6, 2015, as a result of the expiration of the underwriters' option to purchase additional common units, as described in the Registration Statement, the Issuer issued 651,898 common units to PennTex Development for no additional consideration. After giving effect to such deferred issuance, PennTex Development owns 3,262,019 common units and 12,500,000 subordinated units, representing an approximate 39.4% limited partner interest in the Issuer.