SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOFF JOHN C

(Last)

(First)

(Middle)

500 COMMERCE STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mid-Con Energy Partners, LP [ MCEP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2020

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units								25,900	I	See footnote⁽¹⁾
Common Units								8,000	I	See footnote⁽²⁾
Common Units	06/04/2020		C		1,736,403	A	$0.00	1,736,403	I	See footnote⁽⁵⁾
Common Units	06/04/2020		C		2,724,753	A	$0.00	2,724,753	I	See footnote⁽⁶⁾⁽⁷⁾
Common Units	06/04/2020		C		1,616,713	A	$0.00	1,616,713	I	See footnote⁽⁸⁾
Common Units	06/04/2020		C		419,193	A	$0.00	419,193	I	See footnote⁽⁹⁾
Common Units	06/04/2020		C		1,397,309	A	$0.00	1,397,309	I	See footnote⁽¹⁰⁾
Common Units	06/04/2020		C		149,690	A	$0.00	149,690	I	See footnote⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Convertible Preferred Units	⁽³⁾	06/04/2020		C			2,697,674	02/11/2017	⁽³⁾	Common Units Representing Limited Partner Interests	2,697,674	$0.00	0	I	See footnote⁽⁵⁾
Class A Convertible Preferred Units	⁽³⁾	06/04/2020		C			1,860,465	02/11/2017	⁽³⁾	Common Units Representing Limited Partner Interests	1,860,465	$0.00	0	I	See footnote⁽⁸⁾
Class A Convertible Preferred Units	⁽³⁾	06/04/2020		C			232,558	02/11/2017	⁽³⁾	Common Units Representing Limited Partner Interests	232,558	$0.00	0	I	See footnote⁽¹¹⁾
Class B Convertible Preferred Units	⁽⁴⁾	06/04/2020		C			5,098,039	07/31/2018	⁽⁴⁾	Common Units Representing Limited Partner Interests	5,098,039	$0.00	0	I	See footnote⁽⁶⁾⁽⁷⁾
Class B Convertible Preferred Units	⁽⁴⁾	06/04/2020		C			784,314	07/31/2018	⁽⁴⁾	Common Units Representing Limited Partner Interests	784,314	$0.00	0	I	See footnote⁽⁸⁾
Class B Convertible Preferred Units	⁽⁴⁾	06/04/2020		C			784,314	07/31/2018	⁽⁴⁾	Common Units Representing Limited Partner Interests	784,314	$0.00	0	I	See footnote⁽⁹⁾
Class B Convertible Preferred Units	⁽⁴⁾	06/04/2020		C			2,614,379	07/31/2018	⁽⁴⁾	Common Units Representing Limited Partner Interests	2,614,379	$0.00	0	I	See footnote⁽¹⁰⁾

1. Name and Address of Reporting Person^*

GOFF JOHN C

(Last)

(First)

(Middle)

500 COMMERCE STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goff MCEP Holdings, LLC

(Last)

(First)

(Middle)

500 COMMERCE STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goff MCEP II LP

(Last)

(First)

(Middle)

500 COMMERCE STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goff REN Holdings, LLC

(Last)

(First)

(Middle)

500 COMMERCE STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goff REN Holdings II, LLC

(Last)

(First)

(Middle)

500 COMMERCE STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goff Focused Energy Strategies LP

(Last)

(First)

(Middle)

500 COMMERCE STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goff Family Foundation

(Last)

(First)

(Middle)

500 COMMERCE STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goff Family Investments, LP

(Last)

(First)

(Middle)

500 COMMERCE STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

John C. Goff 2010 Family Trust

(Last)

(First)

(Middle)

500 COMMERCE STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These Common Units are directly held by the John C. Goff 2010 Family Trust (the Trust). John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the common units representing limited partner interests (Common Units) held by the Trust.

2. These Common Units are directly held by Goff Family Investments, LP (Goff Investments). Goff Capital, Inc. (Goff Capital) is the general partner of Goff Investments and, as such, it may be deemed to beneficially own the Common Units held by Goff Investments. The Trust is the controlling shareholder of Goff Capital and, as such, it may be deemed to beneficially own the Common Units held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust.

3. On June 4, 2020, the Issuer informed the Reporting Persons that, effective immediately, each Class A Convertible Preferred Unit (Class A Preferred Units) had converted into 0.6436667 Common Units. Prior to the conversion, the Class A Preferred Units had no expiration date.

4. On June 4, 2020, the Issuer informed the Reporting Persons that, effective immediately, each Class B Convertible Preferred Unit (Class B Preferred Units) had converted into 0.5344706 Common Units. Prior to the conversion, the Class B Preferred Units had no expiration date.

5. These Class A Preferred Units and the Common Units acquired upon conversion of the Class A Preferred Units are held directly by Goff MCEP Holdings, LLC (Goff MCEP Holdings). Goff Capital is the manager of Goff MCEP Holdings, and, as such, it may be deemed to beneficially own the Common Units held by Goff MCEP Holdings. The Trust is the controlling shareholder of Goff Capital, and, as such, it may be deemed to beneficially own the Common Units held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Units held by the Trust.

6. These Class B Preferred Units and the Common Units acquired upon conversion of the Class B Preferred Units are held directly by Goff MCEP II, LP (Goff MCEP II). GFS MCEP GP, LLC (GFS MCEP) is the general partner of Goff MCEP II and, as such, it may be deemed to beneficially own the Common Units held by Goff MCEP II. GFS Management, LLC (GFS Management) is the managing member of GFS MCEP and, as such, it may be deemed to beneficially own the Common Units held by GFS MCEP. Goff Focused Strategies LLC (GFS) is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. GFT Strategies, LLC (GFT) is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Units held by GFT.

7. (continued from footnote 6) John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Units held by the Trust.

8. These Class A and Class B Preferred Units and the Common Units acquired upon conversion of the Class A and Class B Preferred Units are held directly by Goff REN Holdings, LLC (Goff REN). GFS REN GP, LLC (GFS REN) is the managing member of Goff REN and, as such, it may be deemed to beneficially own the Common Units held by Goff REN. GFS Management is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Common Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Units held by the Trust.

9. These Class B Preferred Units and the Common Units acquired upon conversion of the Class B Preferred Units are held directly by Goff REN Holdings II, LLC (Goff REN II). GFS REN is the managing member of Goff REN II and, as such, it may be deemed to beneficially own the Common Units held by Goff REN II. GFS Management is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Common Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Units held by the Trust.

10. These Class B Preferred Units and the Common Units acquired upon conversion of the Class B Preferred Units are held directly by Goff Focused Energy Strategies, LP (Goff Energy). GFS Energy GP, LLC (GFS Energy) is the general partner of Goff Energy and, as such, it may be deemed to beneficially own the Common Units held by Goff Energy. GFS Management is the managing member of GFS Energy and, as such, it may be deemed to beneficially own the Common Units held by GFS Energy. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Units held by the Trust.

11. These Class A Preferred Units and the Common Units acquired upon conversion of the Class A Preferred Units are held directly by the Goff Family Foundation (Family Foundation). John C. Goff is the sole board member of the Family Foundation and, as such, he may be deemed to beneficially own the Common Units held by the Family Foundation.

Remarks:

	John C. Goff	06/08/2020
	Goff MCEP Holdings, LLC, By: Goff Capital, Inc., the manager, By John C. Goff, Chief Executive Officer	06/08/2020
	Goff MCEP II, LP, By: GFS MCEP GP, LLC, the general partner, By John C. Goff, Chief Executive Officer	06/08/2020
	Goff REN Holdings, LLC, By: GFS REN GP, LLC, the manager, By John C. Goff, Chief Executive Officer	06/08/2020
	Goff REN Holdings II, LLC, By: GFS REN GP, LLC, the manager, By John C. Goff, Chief Executive Officer	06/08/2020
	Goff Focused Energy Strategies, LP, By: GFS Energy GP, LLC, the general partner, By John C. Goff, Chief Executive Officer	06/08/2020
	Goff Family Foundation, By: John C. Goff, Sole board member	06/08/2020
	Goff Family Investments, LP, By: Goff Capital, Inc., the general partner, By John C. Goff, Chief Executive Officer	06/08/2020
	John C. Goff 2010 Family Trust, By: John C. Goff, Trustee	06/08/2020
	** 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 4 (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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