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*
McLawhorn Charles L III

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP General Counsel & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018
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 02/22/2018 A 15,000(1) A $0.00 71,990 D
Common units representing limited partner interests 01/21/2019 A 30,000(2) A $0.00 101,990 D
Common units representing limited partner interests 03/07/2019 S 3,449 D $0.92(3) 98,541 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
Explanation of Responses:
1. Subject to the applicable award agreement, this award vests on March 1, 2020.
2. Subject to the applicable award agreement, this award vests in the following increments: 15,000 on January 31, 2020 and 15,000 on January 31, 2021.
3. Sale to cover tax withholding obligation on vested units. The units were sold in multiple transactions with prices ranging from $0.91 to $0.92. This amount represents the weighted average sales price of such transactions rounded to two decimals. The Reporting Person undertakes to provide full information regarding the number of units purchased at each separate price upon the request of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
Remarks:
The Reporting Person is the Vice President, General Counsel and Corporate Secretary of Mid-Con Energy GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.
/s/Charles L. McLawhorn, III, attorney-in-fact 03/11/2019
** 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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