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*
LEIDEL PETER A

(Last) (First) (Middle)
410 PARK AVENUE
19TH FLOOR

(Street)
NEW YORK NY 10022

(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
Officer (give title below) Other (specify below)
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 12/20/2011 J(1) 3,166,888(2) A (1) 3,166,888(2) I See Footnote(3)
Common Units 12/20/2011 J(4) 1,583,444(2) A (4) 1,583,444(2) I See Footnote(5)
Common Units 12/20/2011 J(6) 3,941,136(2) A (6) 3,941,136(2) 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
Explanation of Responses:
1. Received by Yorktown Energy Partners VI, L.P. as partial consideration in exchange for all of its ownership interest in Mid-Con Energy I, LLC ("Mid-Con I") in connection with the merger of Mid-Con I with and into Mid-Con Energy Properties, LLC, a wholly-owned subsidiary of the issuer ("Mid-Con Properties"), upon the closing of the initial public offering of the issuer (the "IPO"). The initial public offering price for common units of the issuer in connection with the IPO was $18.00 per common unit.
2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose.
3. These securities are owned directly by Yorktown Energy Partners VI, L.P. The reporting person is a member and a manager of Yorktown VI Associates LLC, the general partner of Yorktown VI Company LP, the general partner of Yorktown Energy Partners VI, L.P.
4. Received by Yorktown Energy Partners VII, L.P. as partial consideration in exchange for all of its ownership interest in Mid-Con I in connection with the merger of Mid-Con I with and into Mid-Con Properties upon the closing of the IPO. The initial public offering price for common units of the issuer in connection with the IPO was $18.00 per common unit.
5. These securities are owned directly by Yorktown Energy Partners VII, L.P. The reporting person is a member and a manager of Yorktown VII Associates LLC, the general partner of Yorktown VII Company LP, the general partner of Yorktown Energy Partners VII, L.P.
6. Received by Yorktown Energy Partners VIII, L.P. as partial consideration in exchange for all of its ownership interest in Mid-Con Energy II, LLC ("Mid-Con II") in connection with the merger of Mid-Con II with and into Mid-Con Properties upon the closing of the IPO. The initial public offering price for common units of the issuer in connection with the IPO was $18.00 per common unit.
7. These securities are owned directly by Yorktown Energy Partners VIII, L.P. The reporting person is a member and a manager of Yorktown VIII Associates LLC, the general partner of Yorktown VIII Company LP, the general partner of Yorktown Energy Partners VIII, L.P.
/s/ Peter A. Liedel 12/22/2011
** Signature of Reporting Person Date
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* 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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