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*
Colyer Wilkie Schell Jr
(Last) (First) (Middle)
2431 E 61ST STREET
SUITE 850
(Street)
TULSA OK 74136
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018
4. 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 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)
Code V Amount (A) or (D) Price
Common units representing limited partner interests 03/01/2018 A 10,000(1) A $1.62 14,000 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Convertible Preferred Units $2.15 02/11/2017 08/11/2021 Common Units Representing Limited Partner Interests 23,256 23,256 I By Goff MCEP Holdings, LLC(2)
Class A Convertible Preferred Units $2.15 02/11/2017 08/11/2021 Common Units Representing Limited Partner Interests 93,023 93,023 I By Goff MCEP Holdings, LLC(3)
Class B Convertible Preferred Units $1.53 07/31/2018 08/11/2021 Common Units Representing Limited Partner Interests 65,359 65,359 I By Goff MCEP II, LP(4)
Class B Convertible Preferred Units $1.53 07/31/2018 08/11/2021 Common Units Representing Limited Partner Interests 130,719 130,719 I By Goff MCEP II, LP(5)
Explanation of Responses:
1. Common units awarded to Mr. Colyer pursuant to the Mid-Con Energy Partners, LP Long-Term Incentive Program.
2. These Class A Convertible Preferred Units are held directly by Goff MCEP Holdings, LLC (Goff MCEP) but are held for the benefit of Mr. Colyer pursuant to an understanding between Mr. Colyer and Goff MCEP. Mr. Colyer is a principal of Goff Capital, Inc. (Goff Capital) which is the manager of Goff MCEP. Mr. Colyer and Goff Capital each disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.
3. These Class A Convertible Preferred Units are held directly by Goff MCEP but are held for the benefit of Colyer Interests, LLC (Colyer Interests), of which Mr. Colyer is the Managing Member, pursuant to an understanding between Colyer Interests and Goff MCEP. Mr. Colyer is a principal of Goff Capital which is the manager of Goff MCEP. Mr. Colyer, Goff Capital and Colyer Interests each disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.
4. These Class B Convertible Preferred Units are held directly by Goff MCEP II, LP (Goff MCEP II) but are held for the benefit of Mr. Colyer pursuant to an understanding between Mr. Colyer and Goff MCEP II. Mr. Colyer is the Senior Vice President/Investments, of GFS MCEP GP, LLC (GFS MCEP) which is the general partner of Goff MCEP II. Mr. Colyer and GFS MCEP each disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.
5. These Class B Convertible Preferred Units are held directly by Goff MCEP II but are held for the benefit of Colyer Interests, of which Mr. Colyer is the Managing Member, pursuant to an understanding between Mr. Colyer and Goff MCEP II. Mr. Colyer, is the Senior Vice President/ Investments of GFS MCEP which is the general partner of Goff MCEP II. Mr. Colyer, Colyer Interests and GFS MCEP each disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.
Remarks:
/s/ Charles L. McLawhorn, III, Vice President & General Counsel 03/05/2018
** 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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