SEC FORM 3 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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
JOHN WAT BROWN

(Last) (First) (Middle)
2431 E 61ST
SUITE 850

(Street)
TULSA OK 74136

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2017
3. Issuer Name and Ticker or Trading Symbol
Mid-Con Energy Partners, LP [ MCEP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
X Form filed by One Reporting Person
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)
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
Explanation of Responses:
Remarks:
No securities are beneficially owned.
No securities are beneficially owned.
Charles L. McLawhorn, III, Attorney-in-Fact 05/05/2017
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY FOR
For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G

Know all by these presents, that the undersigned's hereby makes, constitutes and
appoints Charles L. McLawhorn, III, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:

(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5 (including
amendments thereto) in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Act") and the rules thereunder, (b) Form 144 and
(c) Schedules 13D and 13G (including amendments thereto) in accordance with
Sections 13(d) and 13(g) of the Act and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
Form 144 or Schedule 13D or 13G (including amendments thereto) and timely file
such Forms or Schedules with the Securities and Exchange Commission (the "SEC")
and any stock exchange, self-regulatory association or any other authority;

(3) take any necessary or appropriate action to obtain or regenerate codes and
passwords enabling the undersigned
 to make electronic filings with the SEC of
such Form or Schedules; and

(4) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of each such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority
to do and perform each and every act and thing whatsoever requisite, necessary
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that the attorneys-in-fact substitute, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, and their substitutes, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Mid-Con Energy GP,
LLC or Mid-Con Energy Partners, LP assuming) any of the undersigned's
responsibilities to comply with Section 16 or Section 13 of the Act.

The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally, electronically or in writing by the undersigned to
the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
Mid-Con Energy GP, LLC, Mid-Con Energy Partners, LP and each such
attorney-in-fact against any losses, claims, damages or liabilities (or actions
in these respects) that arise out of or are based upon any untrue statements or
omissions of necessary facts in the information provided by the undersigned to
Mid-Con Energy GP, LLC, Mid-Con Energy Partners, LP or such attorney-in-fact for
purposes of executing, acknowledging, delivering or filing Form 3, 4 or 5, Form
144 or Schedule 13D and 13G (including amendments thereto) and agrees to
reimburse Mid-Con Energy GP, LLC, Mid-Con Energy Partners, LP and such
attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, Form 144 and
Schedules 130 and 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Mid-Con
Energy Partners, LP unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact; provided, however, that
this Power of Attorney shall automatically terminate with respect to such
attorney-in-fact at such time as the attorney-in-fact ceases to be an officer or
employee of Mid-Con Energy GP, LLC or any of its affiliates. This Power of
Attorney does not revoke any other power of attorney that the undersigned has
previously granted.

This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

/s/ John Wat Brown

Name:   John Wat Brown
Date:   May 5, 2017