PennTex Midstream Partners, LP
PennTex Midstream Partners, LP (Form: 8-A12B, Received: 06/01/2015 15:16:54)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

PENNTEX MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   47-1669563
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

 

 

11931 Wickchester Ln., Suite 300

Houston, TX 77043

(Address of principal executive offices and zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Common Units representing limited partner interests   The NASDAQ Stock Market LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box   x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box   ¨

Securities Act registration statement file number to which this form relates: 333-199020

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 


Item 1. Description of Registrant’s Securities to be Registered.

A description of the common units representing limited partner interests in PennTex Midstream Partners, LP (the “Registrant”) is set forth under the captions “Summary—The Offering,” “Our Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Description of the Common Units” and “Our Partnership Agreement” in the prospectus included in the Registrant’s Registration Statement on Form S-l (Registration No. 333-199020), initially filed with the Securities and Exchange Commission (the “Commission”) on September 30, 2014 under the Securities Act of 1933, as amended, and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference.

 

Item 2. Exhibits.

The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified, which have been filed with the Commission.

 

Exhibit
No.

 

Description

1.   Registrant’s Registration Statement on Form S-1 (Registration No. 333-199020), initially filed with the Securities and Exchange Commission on September 30, 2014, as amended (the “Form S-1 Registration Statement”) (incorporated herein by reference).
2.   Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement).
3.   Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Form S-1 Registration Statement).
4.   Specimen Unit Certificate for the Common Units (incorporated herein by reference to Exhibit A to the First Amended and Restated Agreement of Limited Partnership of the Registrant, which is included as Appendix A to the prospectus included in the Form S-1 Registration Statement).


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

PennTex Midstream Partners, LP
By: PennTex Midstream GP, LLC
as general partner
Date: June 1, 2015 By:

/s/ Steven R. Jones

Steven R. Jones
Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
No.

 

Description

1.   Registrant’s Registration Statement on Form S-1 (Registration No. 333-199020), initially filed with the Securities and Exchange Commission on September 30, 2014, as amended (the “Form S-1 Registration Statement”) (incorporated herein by reference).
2.   Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement).
3.   Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Form S-1 Registration Statement).
4.   Specimen Unit Certificate for the Common Units (incorporated herein by reference to Exhibit A to the First Amended and Restated Agreement of Limited Partnership of the Registrant, which is included as Appendix A to the prospectus included in the Form S-1 Registration Statement).