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* PennTex Midstream Partners, LLC (Last) (First) (Middle) 11931 WICKCHESTER LANE, SUITE 300 (Street) HOUSTON TX 77043 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/03/2015	3. Issuer Name and Ticker or Trading Symbol PennTex Midstream Partners, LP [ PTXP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X 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) Form filed by One Reporting Person X 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	0(1)(2)(3)	D(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SUBORDINATED UNITS	(4)	(4)	COMMON UNITS	0(1)(2)(3)	$0.00(4)	D(1)

1. Name and Address of Reporting Person* PennTex Midstream Partners, LLC (Last) (First) (Middle) 11931 WICKCHESTER LANE, SUITE 300 (Street) HOUSTON TX 77043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP X US Holdings LP (Last) (First) (Middle) 11931 WICKCHESTER LANE, SUITE 300 (Street) HOUSTON TX 77043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by PennTex Midstream Partners, LLC ("PennTex Development") and NGP X US Holdings, L.P. ("NGP X"), in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-199020) (the "Registration Statement"). NGP X owns a 95.1% membership interest in PennTex Development and may be deemed to indirectly beneficially own the securities owned by PennTex Development, but disclaims such ownership except to the extent of its pecuniary interest.

2. As of the effectiveness of the Registration Statement, PennTex Development holds a 100% limited partner interest in the Issuer and 100% interest in PennTex Midstream GP, LLC, the general partner of the Issuer ("General Partner"). As described in 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: (i) PennTex Development will hold 2,610,121 common units and 12,500,000 subordinated units, representing an approximate 37.8% limited partner interest in the Issuer, without giving effect to the exchange by PennTex Development of the preferred units in PennTex Development owned by Louisiana Midstream, LLC for common units in the Issuer promptly following the closing of the IPO (Continued in footnote 3)

3. (Continued from footnote 2) (the "Louisiana Midstream Exchange") and (ii) PennTex Development will hold a 92.5% interest in the General Partner. If the underwriters do not exercise their option, PennTex Development will hold an additional 1,054,687 common units for a total of 3,664,808 common units, increasing its limited partner interest to 40.4% (without giving effect to the Louisiana Midstream Exchange).

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

Remarks:

	/s/ Stephen M. Moore, Name: Stephen M. Moore, Title: Vice President, General Counsel and Secretary, Company: PennTex Midstream Partners, LLC	06/03/2015
	/s/ Tony R. Weber, Name: Tony R. Weber, Title: Authorized Person, Company: NGP X US Holdings, L.P.	06/03/2015
	** Signature of Reporting Person	Date
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