SEC Form 4 · accession 0000899243-16-032739
PennTex Midstream Partners, LP · PTXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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
NGP X Holdings GP, L.L.C.
Director · 10% Owner
Period of report
Nov 1, 2016
Accepted (ET)
Nov 3, 2016 · 5:50 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)F1,F2,F3 | Nov 1, 2016 | S$0 | 3,262,019 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated Units (Limited Partner Interests)F1,F2,F3,F4 | — | Nov 1, 2016 | S | 12,500,000 | A | — | — | Common Units | 12,500,000 | 0 | I |
Explanation of responses
- F1The 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.
- F2This 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").
- F3NGP 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.
- F4Subordinated 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).