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Filing Details

Accession Number:: 0000899243-18-031793
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-12-27 14:46:59
Reporting Period:: 2018-12-24

Accepted Time:: 2018-12-27 14:46:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1527709	Mid-Con Energy Partners Lp	MCEP	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1040463	C John Goff	500 Commerce Street Fort Worth TX 76102		No	No	Yes	No
1725530	Goff Mcep Ii Lp	500 Commerce Street Fort Worth TX 76102		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units	Acquisiton	2018-12-24	143,000	$0.67	143,000	No	4	P	Indirect	See footnote
Common Units	Acquisiton	2018-12-24	35,000	$0.67	35,000	No	4	P	Indirect	See footnote
Common Units	Acquisiton	2018-12-26	65,000	$0.73	208,000	No	4	P	Indirect	See footnote
Common Units	Acquisiton	2018-12-26	15,000	$0.73	50,000	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Amount	Remaning Holdings	Nature of Ownership
Common Units Representing Limited Partner Interests	Class A Convertible Preferred Units	$0.00	2017-02-11	2,697,674	2,697,674	Indirect
Common Units Representing Limited Partner Interests	Class A Convertible Preferred Units	$0.00	2017-02-11	1,860,465	1,860,465	Indirect
Common Units Representing Limited Partner Interests	Class A Convertible Preferred Units	$0.00	2017-02-11	232,558	232,558	Indirect
Common Units Representing Limited Partner Interests	Class B Convertible Preferred Units	$0.00	2018-07-31	5,098,039	5,098,039	Indirect
Common Units Representing Limited Partner Interests	Class B Convertible Preferred Units	$0.00	2018-07-31	784,314	784,314	Indirect
Common Units Representing Limited Partner Interests	Class B Convertible Preferred Units	$0.00	2018-07-31	784,314	784,314	Indirect
Common Units Representing Limited Partner Interests	Class B Convertible Preferred Units	$0.00	2018-07-31	2,614,379	2,614,379	Indirect

Amount	Remaning Holdings	Nature of Ownership
2,697,674	2,697,674	Indirect
1,860,465	1,860,465	Indirect
232,558	232,558	Indirect
5,098,039	5,098,039	Indirect
784,314	784,314	Indirect
784,314	784,314	Indirect
2,614,379	2,614,379	Indirect

Footnotes

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.
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.
The Class A Convertible Preferred Units (Class A Preferred Units) are convertible into Common Units on a one-for-one basis and have no expiration date.
The Class B Convertible Preferred Units (Class B Preferred Units) are convertible into Common Units on a one-for-one basis and have no expiration date.
These 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 Class A Preferred Units held by Goff MCEP Holdings. The John C. Goff 2010 Family Trust (the Trust) is the controlling shareholder of Goff Capital, and, as such, it may be deemed to beneficially own the Class A Preferred 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 Class A Preferred Units held by the Trust.
These 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 Class A and Class B Preferred Units held by Goff REN. GFS Management, LLC (GFS Management) is the managing member of GFS REN and, as such, it may be deemed to beneficially own the Class A and Class B Preferred Units held by GFS REN. Goff Focused Strategies LLC (GFS) is the managing member of GFS Management and, as such,
(Continued from Footnote 6) it may be deemed to beneficially own the Class A and Class B Preferred 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 Class A and Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class A and Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class A and Class B Preferred Units held by the Trust.
These 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 Class A Preferred Units held by the Family Foundation.
These 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 Class B Preferred Units held by Goff MCEP II. GFS Management is the managing member of GFS MCEP and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS MCEP. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class B Preferred Units held by the Trust.
These 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 Class B Preferred 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 Class B Preferred Units held by GFS REN. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class B Preferred Units held by the Trust.
These 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 Class B Preferred 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 Class B Preferred Units held by GFS Energy. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Class B Preferred Units held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Class B Preferred Units held by the Trust.