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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* GOFF JOHN C (Last) (First) (Middle) 500 COMMERCE STREET (Street) FORTH WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/11/2016	3. Issuer Name and Ticker or Trading Symbol Mid-Con Energy Partners, LP [ MCEP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% owner group	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Convertible Preferred Units	02/11/2017	08/11/2021	Common Units Representing Limited Partner Interests	1,860,465(1)	$2.15	I	By Goff REN Holdings, LLC(2)
Class A Convertible Preferred Units	02/11/2017	08/11/2021	Common Units Representing Limited Partner Interests	2,697,674(3)	$2.15	I	By Goff MCEP Holdings, LLC(2)
Class A Convertible Preferred Units	02/11/2017	08/11/2021	Common Units Representing Limited Partner Interests	232,558(4)	$2.15	I	By The Goff Family Foundation(2)

1. Name and Address of Reporting Person* GOFF JOHN C (Last) (First) (Middle) 500 COMMERCE STREET (Street) FORTH WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% owner group

1. Name and Address of Reporting Person* Goff REN Holdings, LLC (Last) (First) (Middle) 500 COMMERCE STREET SUITE 700 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% owner group

1. Name and Address of Reporting Person* Goff MCEP Holdings, LLC (Last) (First) (Middle) 500 COMMERCE STREET SUITE 700 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% owner group

1. Name and Address of Reporting Person* Goff Family Foundation (Last) (First) (Middle) 500 COMMERCE STREET SUITE 700 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% owner group

1. Name and Address of Reporting Person* Goff Capital, Inc. (Last) (First) (Middle) 500 COMMERCE STREET SUITE 700 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% owner group

1. Name and Address of Reporting Person* Longboat Capital, LLC (Last) (First) (Middle) 2001 KIRBY DR. STE 705 (Street) HOUSTON TX 77019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% owner group

1. Name and Address of Reporting Person* Howard James M (Last) (First) (Middle) 2001 KIRBY DR. STE 705 (Street) HOUSTON TX 77019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% owner group

1. Name and Address of Reporting Person* Ohnmeis Keith B (Last) (First) (Middle) 500 COMMERCE STREET SUITE 700 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% owner group

Explanation of Responses:

1. These shares are held directly by Goff REN Holdings, LLC (Goff REN). John C. Goff is the president of Goff Capital, Inc., which is a member of Goff REN. Longboat Capital, LLC (Longboat) is a member of Goff REN. James M. Howard is the manager of Longboat and co-manager of Goff REN. Keith B. Ohnmeis is a co-manager of Goff REN and an employee of Goff Capital, Inc. Each of the foregoing, except Goff REN, disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.

2. Goff REN, Goff MCEP, the Foundation, John C. Goff, Goff Capital, Inc., Longboat, James M. Howard and Keith B. Ohnmeis may be considered a group under Section 13(d) of the Exchange Act; however, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by such persons that such a group exists.

3. These shares are held directly by Goff MCEP Holdings, LLC (Goff MCEP). John C. Goff is the president of Goff Capital, Inc., which is the manager of Goff MCEP. Each of the foregoing, except Goff MCEP, disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.

4. These shares are held directly by The Goff Family Foundation (the Foundation). John C. Goff is the sole board member of the Foundation. Mr. Goff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/s/ John C. Goff	08/17/2016
	Goff REN Holdings, LLC, By: /s/ Keith B. Ohnmeis, Manager and By: /s/ James M. Howard, Manager	08/17/2016
	Goff MCEP Holdings, LLC, By: Goff Capital, Inc., Manager, By: /s/ John C. Goff, President	08/17/2016
	Goff Capital, Inc., By: /s/ John C. Goff, President	08/17/2016
	The Goff Family Foundation, By: /s/ John C. Goff, Sole Board Member	08/17/2016
	Longboat Capital, LLC, By: /s/ James M. Howard, Manager	08/17/2016
	/s/ James M. Howard	08/17/2016
	/s/ Keith B. Ohnmeis	08/17/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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