| Accession Number: | 0000899243-20-015657 |
| Date: | 2020-06-04 |
| Issuer: | MID-CON ENERGY PARTNERS, LP (MCEP) |
| Original Submission Date: |
GOFF JOHN C
500 COMMERCE STREET
FORT WORTH, TX 76102
GOFF MCEP HOLDINGS, LLC
500 COMMERCE STREET
FORT WORTH, TX 76102
GOFF MCEP II LP
500 COMMERCE STREET
FORT WORTH, TX 76102
GOFF REN HOLDINGS, LLC
500 COMMERCE STREET
FORT WORTH, TX 76102
GOFF REN HOLDINGS II, LLC
500 COMMERCE STREET
FORT WORTH, TX 76102
GOFF FOCUSED ENERGY STRATEGIES LP
500 COMMERCE STREET
FORT WORTH, TX 76102
GOFF FAMILY FOUNDATION
500 COMMERCE STREET
FORT WORTH, TX 76102
GOFF FAMILY INVESTMENTS, LP
500 COMMERCE STREET
FORT WORTH, TX 76102
JOHN C. GOFF 2010 FAMILY TRUST
500 COMMERCE STREET
FORT WORTH, TX 76102
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON UNITS | 2020-06-04 | C | 1,736,403 | a | $0.00 | 1,736,403 | indirect | ||
| COMMON UNITS | 2020-06-04 | C | 2,724,753 | a | $0.00 | 2,724,753 | indirect | ||
| COMMON UNITS | 2020-06-04 | C | 1,616,713 | a | $0.00 | 1,616,713 | indirect | ||
| COMMON UNITS | 2020-06-04 | C | 419,193 | a | $0.00 | 419,193 | indirect | ||
| COMMON UNITS | 2020-06-04 | C | 1,397,309 | a | $0.00 | 1,397,309 | indirect | ||
| COMMON UNITS | 2020-06-04 | C | 149,690 | a | $0.00 | 149,690 | indirect | ||
| COMMON UNITS | 2020-06-04 | 0 | $0.00 | 25,900 | indirect | ||||
| COMMON UNITS | 2020-06-04 | 0 | $0.00 | 8,000 | indirect |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CLASS A CONVERTIBLE PREFERRED UNITS | 0.0 | 2020-06-04 | deemed execution date | C | 2,697,674 (d) | 2017-02-11 | common units representing limited partner interests 2,697,674 | $0.00 | 0 | indirect | see footnote | |
| CLASS A CONVERTIBLE PREFERRED UNITS | 0.0 | 2020-06-04 | deemed execution date | C | 1,860,465 (d) | 2017-02-11 | common units representing limited partner interests 1,860,465 | $0.00 | 0 | indirect | see footnote | |
| CLASS A CONVERTIBLE PREFERRED UNITS | 0.0 | 2020-06-04 | deemed execution date | C | 232,558 (d) | 2017-02-11 | common units representing limited partner interests 232,558 | $0.00 | 0 | indirect | see footnote | |
| CLASS B CONVERTIBLE PREFERRED UNITS | 0.0 | 2020-06-04 | deemed execution date | C | 5,098,039 (d) | 2018-07-31 | common units representing limited partner interests 5,098,039 | $0.00 | 0 | indirect | see footnote | |
| CLASS B CONVERTIBLE PREFERRED UNITS | 0.0 | 2020-06-04 | deemed execution date | C | 784,314 (d) | 2018-07-31 | common units representing limited partner interests 784,314 | $0.00 | 0 | indirect | see footnote | |
| CLASS B CONVERTIBLE PREFERRED UNITS | 0.0 | 2020-06-04 | deemed execution date | C | 784,314 (d) | 2018-07-31 | common units representing limited partner interests 784,314 | $0.00 | 0 | indirect | see footnote | |
| CLASS B CONVERTIBLE PREFERRED UNITS | 0.0 | 2020-06-04 | deemed execution date | C | 2,614,379 (d) | 2018-07-31 | common units representing limited partner interests 2,614,379 | $0.00 | 0 | indirect | see footnote |
| ID | footnote |
|---|---|
| f1 | these common units are directly held by the john c. goff 2010 family trust (the trust). john c. goff is the trustee of the trust and, as such, he may be deemed to beneficially own the common units representing limited partner interests (common units) held by the trust. |
| f2 | these common units are directly held by goff family investments, lp (goff investments). goff capital, inc. (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. the trust is the controlling shareholder of goff capital and, as such, it may be deemed to beneficially own the common units held by goff capital. john c. goff is the trustee of the trust and, as such, he may be deemed to beneficially own the securities held by the trust. |
| f3 | on june 4, 2020, the issuer informed the reporting persons that, effective immediately, each class a convertible preferred unit (class a preferred units) had converted into 0.6436667 common units. prior to the conversion, the class a preferred units had no expiration date. |
| f4 | on june 4, 2020, the issuer informed the reporting persons that, effective immediately, each class b convertible preferred unit (class b preferred units) had converted into 0.5344706 common units. prior to the conversion, the class b preferred units had no expiration date. |
| f5 | these class a preferred units and the common units acquired upon conversion of the class a preferred units are held directly by goff mcep holdings, llc (goff mcep holdings). 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. the trust is the controlling shareholder of goff capital, and, as such, it may be deemed to beneficially own the common units held by goff capital. john c. goff is the trustee of the trust and, as such, he may be deemed to beneficially own the common units held by the trust. |
| f6 | these class b preferred units and the common units acquired upon conversion of the class b preferred 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. gft strategies, llc (gft) is the controlling equity holder of gfs and, as such, it may be deemed to beneficially own the common units held by gfs. the trust is the managing member of gft and, as such, it may be deemed to beneficially own the common units held by gft. |
| f7 | (continued from footnote 6) john c. goff is the trustee of the trust and, as such, he may be deemed to beneficially own the common units held by the trust. |
| f8 | these class a and class b preferred units and the common units acquired upon conversion of the class a and class b preferred 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. gft is the controlling equity holder of gfs and, as such, it may be deemed to beneficially own the common units held by gfs. the trust is the managing member of gft and, as such, it may be deemed to beneficially own the common units held by gft. john c. goff is the trustee of the trust and, as such, he may be deemed to beneficially own the common units held by the trust. |
| f9 | these class b preferred units and the common units acquired upon conversion of the class b preferred 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. gft is the controlling equity holder of gfs and, as such, it may be deemed to beneficially own the common units held by gfs. the trust is the managing member of gft and, as such, it may be deemed to beneficially own the common units held by gft. john c. goff is the trustee of the trust and, as such, he may be deemed to beneficially own the common units held by the trust. |
| f10 | these class b preferred units and the common units acquired upon conversion of the class b preferred 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. gft is the controlling equity holder of gfs and, as such, it may be deemed to beneficially own the common units held by gfs. the trust is the managing member of gft and, as such, it may be deemed to beneficially own the common units held by gft. john c. goff is the trustee of the trust and, as such, he may be deemed to beneficially own the common units held by the trust. |
| f11 | these class a preferred units and the common units acquired upon conversion of the class a preferred units are held directly by the goff family foundation (family foundation). john c. goff is the sole board member of the family foundation and, as such, he may be deemed to beneficially own the common units held by the family foundation. |
