SEC Filing | Energy Transfer

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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

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1. Name and Address of Reporting Person^*

Energy Transfer Partners, L.P.

(Last)

(First)

(Middle)

8111 WESTCHESTER DRIVE, SUITE 600

(Street)

DALLAS

75225

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2016

3. Issuer Name and Ticker or Trading Symbol
PennTex Midstream Partners, LP [ PTXP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	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)
Common Units representing limited partner interests	3,039,577	D
Common Units representing limited partner interests	3,262,019	I	By: PennTex Midstream Partners, LLC⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Subordinated Units representing limited partner interests	⁽²⁾	⁽²⁾	Common Units representing limited partner interests	7,500,000	⁽²⁾	D
Subordinated Units representing limited partner interests	⁽²⁾	⁽²⁾	Common Units representing limited partner interests	12,500,000	⁽²⁾	I	By: PennTex Midstream Partners, LLC⁽¹⁾

Explanation of Responses:

1. On November 1, 2016, Energy Transfer Partners, L.P. ("ETP") completed the acquisition of certain interests in PennTex Midstream Partners, LLC ("PennTex") and PennTex Midstream Partners, LP ("PTXP"), pursuant to the terms of the Contribution Agreement, dated October 24, 2016. Pursuant to the Contribution Agreement, ETP acquired all of the general partner interests in PTXP, together with all of its incentive distribution rights, as well as 3,039,577 PTXP common units and 7,500,000 PTXP subordinated units that ETP holds directly. In addition, as a result of the acquisition, PennTex is now a wholly owned subsidiary of ETP. PennTex owns 3,262,019 PTXP common units and 12,500,000 PTXP subordinated units. ETP is an indirect beneficial owner of these reported securities.

2. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement on Form S-1 (Registration No. 333-199020).

Remarks:

	Energy Transfer Partners, L.P., by its general partner Energy Transfer Partners GP, L.P., by its general partner Energy Transfer Partners, L.L.C., by William J. Healy, Associate General Counsel and Secretary	11/03/2016
	** Signature of Reporting Person	Date
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