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*
Olmstead Jeffrey R.

(Last) (First) (Middle)
2431 E. 61ST ST., 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
X Officer (give title below) Other (specify below)
President and CFO
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2011
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 12/20/2011 A 65,232(1) A $18 65,232 D
Common units representing limited partner interests 12/20/2011 J 105,097 A $18 105,097 I By the Charles R. Olmstead 2011 Trust(2)
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. Pursuant to the Contribution, Conveyance, Assumption and Merger Agreement entered into by the Reporting Person, Mid-Con Energy Partners, LP (the "Issuer") and the other parties thereto, the Reporting Person received 65,232 common units of the Issuer and a cash payment as consideration for the merger of Mid-Con Energy I, LLC and Mid-Con Energy II, LLC with and into Mid-Con Energy Properties, LLC, a wholly-owned subsidiary of the Issuer, which occurred in connection with the closing of the Issuer's inital public offering on December 20, 2011.
2. The Charles R. Olmstead 2011 Trust received 105,097 common units of the Issuer in connection with the merger referenced in footnote 1. The reporting person is a trustee of the Charles R. Olmstead 2011 Trust and has immediate family members who are beneficiaries of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
/s/ Richard M. Carson, Attorney-in-fact 12/22/2011
** 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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