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*
Goff Travis

(Last) (First) (Middle)
500 COMMERCE STREET

(Street)
FORT WORTH TX 76102

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2020
4. 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 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 1,736,403 I See footnote(1)
Common Units 2,724,753 I See footnote(2)
Common Units 1,616,713 I See footnote(3)
Common Units 419,193 I See footnote(4)
Common Units 1,397,309 I See footnote(5)
Common Units 8,000 I See footnote(6)
Common Units 149,690 I See footnote(7)
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
Phantom Units (8) 10/23/2020 A 41,000 (8) (8) Common Units 41,000 $0.00 41,000 D
1. Name and Address of Reporting Person*
Goff Travis

(Last) (First) (Middle)
500 COMMERCE STREET

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff MCEP Holdings, LLC

(Last) (First) (Middle)
500 COMMERCE STREET

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff MCEP II LP

(Last) (First) (Middle)
500 COMMERCE STREET

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff REN Holdings, LLC

(Last) (First) (Middle)
500 COMMERCE STREET

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff REN Holdings II, LLC

(Last) (First) (Middle)
500 COMMERCE STREET

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff Focused Energy Strategies LP

(Last) (First) (Middle)
500 COMMERCE STREET

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff Family Investments, LP

(Last) (First) (Middle)
500 COMMERCE STREET

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff Family Foundation

(Last) (First) (Middle)
500 COMMERCE STREET

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
Explanation of Responses:
1. These Common Units are held directly by Goff MCEP Holdings, LLC (Goff MCEP Holdings). Goff Capital, Inc. (Goff Capital) is the manager of Goff MCEP Holdings, and, as such, it may be deemed to beneficially own the Common Units held by Goff MCEP Holdings. Travis Goff is the President of Goff Capital and, as such, he may be deemed to beneficially own the Common Units held by the Goff MCEP Holdings. Mr. Goff disclaims beneficial ownership of Common Units held by Goff MCEP Holdings, except to the extent of his pecuniary interest therein.
2. These Common Units are held directly by Goff MCEP II, LP (Goff MCEP II). GFS MCEP GP, LLC (GFS MCEP) is the general partner of Goff MCEP II and, as such, it may be deemed to beneficially own the Common Units held by Goff MCEP II. GFS Management, LLC (GFS Management) is the managing member of GFS MCEP and, as such, it may be deemed to beneficially own the Common Units held by GFS MCEP. Goff Focused Strategies LLC (GFS) is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by the Goff MCEP II. Mr. Goff disclaims beneficial ownership of Common Units held by Goff MCEP II, except to the extent of his pecuniary interest therein.
3. These Common Units are held directly by Goff REN Holdings, LLC (Goff REN). GFS REN GP, LLC (GFS REN) is the managing member of Goff REN and, as such, it may be deemed to beneficially own the Common Units held by Goff REN. GFS Management is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Common Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by Goff REN. Mr. Goff disclaims beneficial ownership of Common Units held by Goff REN, except to the extent of his pecuniary interest therein.
4. These Common Units are held directly by Goff REN Holdings II, LLC (Goff REN II). GFS REN is the managing member of Goff REN II and, as such, it may be deemed to beneficially own the Common Units held by Goff REN II. GFS Management is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Common Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by Goff REN II. Mr. Goff disclaims beneficial ownership of Common Units held by Goff REN II, except to the extent of his pecuniary interest therein.
5. These Common Units are held directly by Goff Focused Energy Strategies, LP (Goff Energy). GFS Energy GP, LLC (GFS Energy) is the general partner of Goff Energy and, as such, it may be deemed to beneficially own the Common Units held by Goff Energy. GFS Management is the managing member of GFS Energy and, as such, it may be deemed to beneficially own the Common Units held by GFS Energy. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Units held by GFS Management. Travis Goff is the President of GFS and, as such, he may be deemed to beneficially own the Common Units held by Goff Energy. Mr. Goff disclaims beneficial ownership of Common Units held by Goff Energy, except to the extent of his pecuniary interest therein.
6. These Common Units are directly held by Goff Family Investments, LP (Goff Investments). Goff Capital is the general partner of Goff Investments and, as such, it may be deemed to beneficially own the Common Units held by Goff Investments. Travis Goff is the President of Goff Capital and, as such, he may be deemed to beneficially own the Common Units held by Goff Investments. Mr. Goff disclaims beneficial ownership of Common Units held by Goff Investments, except to the extent of his pecuniary interest therein.
7. These Common Units are held directly by the Goff Family Foundation (Family Foundation). Travis Goff is the President of the Family Foundation and, as such, he may be deemed to beneficially own the Common Units held by Family Foundation. Mr. Goff disclaims beneficial ownership of Common Units held by Family Foundation, except to the extent of his pecuniary interest therein.
8. On October 23, 2020, Travis Goff received an equity award of 41,000 Phantom Units, convertible on a one for one basis into Common Units, issued under the Issuer's Long Term Incentive Plan. Subject to certain acceleration provisions, the Phantom Units vest on the earlier of (a) the twelve (12)-month anniversary of the date of grant and (b) the date of the annual meeting of unitholders next following the date of grant. The Phantom Units do not have an expiration date.
Remarks:
Travis Goff 10/27/2020
Goff MCEP Holdings, LLC, By: Goff Capital, Inc., the manager, By: Travis Goff, President 10/27/2020
Goff MCEP II, LP, By: GFS MCEP GP, LLC, the general partner, By: Travis Goff, President 10/27/2020
Goff REN Holdings, LLC, By: GFS REN GP, LLC, the manager, By: Travis Goff, President 10/27/2020
Goff REN Holdings II, LLC, By: GFS REN GP, LLC, the manager, By: Travis Goff, President 10/27/2020
Goff Focused Energy Strategies, LP, By: GFS Energy GP, LLC, as general partner, By: Travis Goff, President 10/27/2020
Goff Family Investments, LP, By: Goff Capital, Inc., as general partner, By: Travis Goff, President 10/27/2020
Goff Family Foundation, By: Travis Goff, President 10/27/2020
** 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).
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