SEC Form 4 · accession 0001209191-15-051588
PennTex Midstream Partners, LP · PTXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NGP X US Holdings LP
Director · 10% Owner
PennTex Midstream Partners, LLC
Director · 10% Owner
Period of report
Jun 9, 2015
Accepted (ET)
Jun 9, 2015 · 6:34 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)F2,F1 | Jun 9, 2015 | A | 4,414,063 | $0.00 | A | 4,414,063 | D | |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F2,F1 | Jun 9, 2015 | J | 1,803,942 | $0.00 | D | 2,610,121 | D |
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)F2,F4,F1 | — | Jun 9, 2015 | A | 12,500,000 | A | — | — | COMMON UNITS | 12,500,000 | 12,500,000 | D |
Explanation of responses
- F1This Form 4 is filed jointly by PennTex Midstream Partners, LLC ("PennTex Development") and NGP X US Holdings, L.P. ("NGP X"), in connection with the closing of the Issuer's initial public offering (the "Offering") of common units representing limited partner interests pursuant to a Registration Statement on Form S-1 (Registration No. 333-199020) (the "Registration Statement"). NGP X owns a 95.1% membership interest in PennTex Development and may be deemed to indirectly beneficially own the securities owned by PennTex Development, but disclaims such ownership except to the extent of its pecuniary interest.
- F2As described in the Registration Statement, in connection with the closing of the Issuer's initial public offering (the "IPO") and the Issuer's formation transactions and assuming the full exercise of the underwriters' option to purchase additional common units, PennTex Development directly holds 2,610,121 common units and 12,500,000 subordinated units, representing an approximate 37.8% limited partnership interest in the Issuer, after giving effect to the Louisiana Midstream Exchange, as defined in footnote 3. If the underwriters do not exercise their option to purchase additional common units, PennTex Development will directly hold 3,664,808 common units and 12,500,000 subordinated units, representing an approximate 40.4% limited partner interest in the Issuer, giving effect to the Louisiana Midstream Exchange.
- F3As described in the Registration Statement, represents the distribution by PennTex Development of 1,803,942 common units in the Issuer in exchange for the preferred units in PennTex Development owned by Louisiana Midstream, LLC promptly following the closing of the IPO (the "Louisiana Midstream Exchange").
- F4Subordinated units will convert into common units on a one-for-one basis at the end of the subordination period as described in the Registration Statement.