Filing Details

Accession Number:
0000899243-16-032740
Form Type:
4
Zero Holdings:
No
Publication Time:
2016-11-03 17:52:52
Reporting Period:
2016-11-01
Filing Date:
2016-11-03
Accepted Time:
2016-11-03 17:52:52
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1617798 Penntex Midstream Partners Lp PTXP () TX
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1471812 Ngp Energy Capital Management, L.l.c. 5221 N. O'Connor Blvd., Suite 1100
Irving TX 75039
No No Yes No
1643578 Mrd Midstream Llc 5221 N. O'Connor Blvd., Suite 1100
Irving TX 75039
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Units (Limited Partner Interests) Disposition 2016-11-01 2,127,704 $17.05 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Units Subordinated Units (Limited Partner Interests) Acquisiton 2016-11-01 5,250,000 $17.05 5,250,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 S Direct
Footnotes
  1. On November 1, 2016, MRD Midstream LLC ("MRD") transferred and assigned to Energy Transfer Partners, L.P. ("ETP") all of its 2,127,704 common units and 5,250,000 subordinated units of PennTex Midstream Partners, LP in exchange for a combination of cash and ETP common units with a value equal to $135,869,853 pursuant to a contribution agreement entered into among such parties, among others, on October 24, 2016 ("Contribution Agreement"). After giving effect to the transactions contemplated by the Contribution Agreement, MRD no longer owns any interests in the Issuer.
  2. This Form 4 is filed jointly by MRD, MRD Holdco LLC ("MRD Holdco"), Natural Gas Partners VIII, L.P. ("NGP VIII"), Natural Gas Partners IX, L.P. ("NGP IX"), NGP IX Offshore Holdings, L.P. ("NGP IX Offshore"), GFW VIII, L.L.C. ("GFW VIII"), G.F.W. Energy VIII, L.P. ("GFW Energy VIII"), GFW IX, L.L.C. ("GFW IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM") pursuant to the transactions resulting from the Contribution Agreement.
  3. MRD is a wholly owned subsidiary of MRD Holdco. NGP VIII, NGP IX and NGP IX Offshore own a controlling interest in MRD Holdco. GFW VIII is the sole general partner of GFW Energy VIII, which is the general partner of NGP VIII, and GFW IX is the sole general partner of GFW Energy IX, which is the general partner of NGP IX and NGP IX Offshore. GFW VIII has delegated full power and authority to manage NGP VIII, and GFW IX has delegated full power and authority to manage NGP IX and NGP IX Offshore, respectively, to NGP ECM. Accordingly, each of MRD, MRD Holdco, NGP VIII, NGP IX, NGP IX Offshore, GFW VIII, GFW Energy VIII, GFW IX, GFW Energy IX 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.
  4. Subordinated 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).