SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MRD WHR LA MIDSTREAM LLC

(Last)

(First)

(Middle)

500 DALLAS STREET, SUITE 1800

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2015

3. Issuer Name and Ticker or Trading Symbol
PennTex Midstream Partners, LP [ PTXP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON UNITS	2,648,437⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
SUBORDINATED UNITS	⁽²⁾	⁽²⁾	COMMON UNITS	7,500,000⁽¹⁾	$0.00⁽²⁾	D

Explanation of Responses:

1. As described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-199020) (the "Registration Statement"), as of the closing of the Issuer's initial public offering (the "IPO") and in connection with the Issuer's formation transactions, and assuming the full exercise of the underwriters' option to purchase additional common units, MRD WHR LA Midstream LLC ("MRD WHR LA") holds 2,648,437 common units and 7,500,000 subordinated units, representing an approximate 25.4% limited partner interest in the Issuer. If the underwriters do not exercise their option to purchase additional common units, MRD WHR LA will hold 3,281,250 common units and 7,500,000 subordinated units, representing an approximate 27.0% limited partner interest in the Issuer.

2. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement.

Remarks:

	/s/ Kyle N. Roane, Vice President & General Counsel of MRD WHR LA Midstream LLC	06/09/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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