Sec Form 13D Filing - Yorktown Energy Partners VIII L.P. filing for Mid-Con Energy Partners LP (MCEP) - 2014-06-05

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Mid-Con Energy Partners, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

59560V109

(CUSIP Number)

Bryan H. Lawrence

Yorktown Energy Partners VIII, L.P.

410 Park Avenue

19th Floor

New York, New York 10022

(212) 515-2100

Copies to:

Ann Marie Cowdrey

Thompson & Knight LLP

One Arts Plaza

1722 Routh Street, Suite 1500

Dallas, Texas 75201-2533

(214) 969-1700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 2, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Yorktown VIII Company LP is the sole general partner of Yorktown Energy Partners VIII, L.P. Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP. As a result, Yorktown VIII Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VIII, L.P. Yorktown VIII Company LP and Yorktown VIII Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners VIII, L.P. in excess of their pecuniary interests therein.

(2) Based on 21,061,940 common units representing limited partner interests of Mid-Con Energy Partners, LP (the “Company”) issued and outstanding as of May 6, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2014, filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2014.

(1) Yorktown VIII Company LP is the sole general partner of Yorktown Energy Partners VIII, L.P. Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP. As a result, Yorktown VIII Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VIII, L.P. Yorktown VIII Company LP and Yorktown VIII Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners VIII, L.P. in excess of their pecuniary interests therein.

(2) Based on 21,061,940 common units representing limited partner interests of the Company issued and outstanding as of May 6, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2014, filed with the SEC on May 6, 2014.

(1) Yorktown VIII Company LP is the sole general partner of Yorktown Energy Partners VIII, L.P. Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP. As a result, Yorktown VIII Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VIII, L.P. Yorktown VIII Company LP and Yorktown VIII Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners VIII, L.P. in excess of their pecuniary interests therein.

(2) Based on 21,061,940 common units representing limited partner interests of the Company issued and outstanding as of May 6, 2014, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2014, filed with the SEC on May 6, 2014.

This Amendment No. 3 amends the Schedule 13D with respect to the common units representing limited partner interests (“Common Units”) of Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Company”), previously filed by Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (“Yorktown”), Yorktown VIII Company LP, a Delaware limited partnership (“Yorktown Company”), and Yorktown VIII Associates LLC, a Delaware limited liability company (“Yorktown Associates”), with the SEC on December 30, 2011, as amended by Amendment No. 1 filed with the SEC on October 24, 2014 and Amendment No. 2 filed with the SEC on March 13, 2014 (the “Schedule 13D”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Subparagraphs a, c and e of Item 5 of the Schedule 13D are amended and restated in their entirety by the following:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 5, 2014