0000899243-15-000937.txt : 20150708
0000899243-15-000937.hdr.sgml : 20150708
20150708190003
ACCESSION NUMBER: 0000899243-15-000937
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150706
FILED AS OF DATE: 20150708
DATE AS OF CHANGE: 20150708
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PennTex Midstream Partners, LP
CENTRAL INDEX KEY: 0001617798
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11931 WICKCHESTER LANE, SUITE 300
CITY: HOUSTON
STATE: TX
ZIP: 77043
BUSINESS PHONE: 832-456-4000
MAIL ADDRESS:
STREET 1: 11931 WICKCHESTER LANE, SUITE 300
CITY: HOUSTON
STATE: TX
ZIP: 77043
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MRD MIDSTREAM LLC
CENTRAL INDEX KEY: 0001643578
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37412
FILM NUMBER: 15980165
BUSINESS ADDRESS:
STREET 1: 500 DALLAS STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (713) 588-8300
MAIL ADDRESS:
STREET 1: 500 DALLAS STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NGP Energy Capital Management, L.L.C.
CENTRAL INDEX KEY: 0001471812
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37412
FILM NUMBER: 15980166
BUSINESS ADDRESS:
STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
BUSINESS PHONE: (972) 432-1440
MAIL ADDRESS:
STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
FORMER NAME:
FORMER CONFORMED NAME: NGP Energy Capital Management LLC
DATE OF NAME CHANGE: 20090909
FORMER NAME:
FORMER CONFORMED NAME: NGP Energy Capital Management, LLC
DATE OF NAME CHANGE: 20090908
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-07-06
0
0001617798
PennTex Midstream Partners, LP
PTXP
0001643578
MRD MIDSTREAM LLC
500 DALLAS STREET, SUITE 1800
HOUSTON
TX
77002
0
0
1
0
0001471812
NGP Energy Capital Management, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
0
0
1
0
COMMON UNITS (LIMITED PARTNER INTERESTS)
2015-07-06
4
A
0
273798
0.00
A
2127704
D
This Form 4 is filed jointly by MRD WHR LA Midstream LLC ("MRD WHR LA"), MRD Midstream LLC ("MRD Midstream"), 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 expiration of the underwriters' option to purchase additional common units of the Issuer in connection with the initial public offering of common units representing limited partner interests pursuant to a Registration Statement on Form S-1 (Registration No. 333-199020) (the "Registration Statement").
MRD Midstream 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 Midstream, 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.
On June 18, 2015, the underwriters exercised, in part, their option to purchase additional common units as described in the Registration Statement. On July 6, 2015, as a result of the expiration of the underwriters' option to purchase additional common units, as described in the Registration Statement, the Issuer issued 391,140 common units to MRD WHR LA for no additional consideration. MRD WHR LA immediately distributed its entire interest in the Issuer to its members, consisting of 273,798 common units to MRD Midstream and 117,342 common units to WHR Midstream LLC. After giving effect to such deferred issuances, MRD Midstream owns 2,127,704 common units and 5,250,000 subordinated units, representing an approximate 18.4% limited partner interest in the Issuer.
Form 2 of 2
/s/ Kyle N. Roane, Vice President & General Counsel of MRD Midstream LLC
2015-07-08
/s/ Kenneth A. Hersh, Chief Executive Officer of NGP Energy Capital Management, L.L.C.
2015-07-08