UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): May 3, 2017

~~Date~~PennTex ofMidstream ~~Report (Date of earliest event reported): February 27~~Partners, ~~2017~~ LP

PENNTEX MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware	001-37412	47-1669563
(State or other jurisdiction ofincorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification Number)

~~11931~~8111 ~~Wickchester~~Westchester ~~Ln.~~Drive, Suite ~~300~~600

Dallas, Texas 75225

(Address of principal executive offices)

Registrant’s telephone number, including area code: 832-456-4000

11931 Wickchester Lane, Suite 300

Houston, Texas 77043

(~~Address~~Former ofaddress, ~~principal~~if ~~executive~~changed ~~office)~~since ~~(Zip~~last ~~Code~~report.)

~~(832)~~Check ~~456~~the appropriate box below if the Form 8-~~4000~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~(Registrant’s~~o Written ~~telephone~~Communications ~~number,~~pursuant ~~including~~to ~~area~~Rule 425 ~~code~~under the Securities Act (17 CFR 230.425)

~~Not~~o Soliciting ~~Applicable~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(Former~~o Pre-Commencement ~~name~~communications orpursuant ~~former~~to ~~address,~~Rule 14d-2(b) under ifthe ~~changed~~Exchange ~~since~~Act ~~last~~(17 ~~report~~CFR 240.14d-2(b))

~~Check~~o Pre-Commencement ~~the~~communications ~~appropriate~~pursuant ~~box~~to ~~below if the Form~~Rule 813e-K4(c) under ~~filing is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~ 240.13e-4(c))

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act	x

Item 42.~~01 Changes~~02 Results inof ~~Registrant's~~Operations ~~Certifying~~and ~~Accountant~~Financial Condition.

On May 3, 2017, PennTex Midstream Partners, LP (athe “Partnership”) ~~Dismissal~~issued a press release announcing the Partnership’s financial and operational results for the first quarter of ~~Independent~~2017. ~~Registered~~The ~~Public~~press ~~Accounting~~release ~~Firm~~is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.

The ~~Audit~~information ~~Committee~~included ofin ~~the~~this ~~Board~~Item 2.02 of ~~Directors~~Current ofReport ~~PennTex~~on ~~Midstream~~Form GP8-K, ~~LLC,~~including the ~~general~~attached ~~partner~~Exhibit of99.1, ~~PennTex~~shall ~~Midstream~~be ~~Partners,~~deemed LPto (be “~~PennTex~~furnished”), ~~approved~~and ~~the~~shall ~~dismissal~~not be deemed to be “filed” for purposes of ~~Ernst~~Section &18 ~~Young~~of ~~LLP~~the Securities Exchange Act of 1934, as amended (the “EYExchange Act”), asor ~~its~~otherwise ~~independent~~subject ~~registered~~to ~~public~~the ~~accounting~~liabilities ~~firm. PennTex~~of ~~notified~~that EYsection, ofnor ~~its~~shall ~~dismissal~~it onbe ~~February~~deemed ~~23,~~incorporated ~~2017,~~by ~~effective~~reference ~~February~~in ~~23,~~any ~~2017,~~filing ~~upon~~under the ~~appointment~~Securities Act of ~~Grant~~1933, ~~Thornton~~as ~~LLP~~amended, ~~(“Grant~~or ~~Thornton”)~~the Exchange Act except as ~~its~~expressly ~~independent~~set ~~registered~~forth ~~public~~by ~~accounting~~specific ~~firm~~reference in such filing.

~~The~~Item ~~audit~~9.01 Financial ~~reports~~Statements ~~of EY on the consolidated financial statements of PennTex as of December 31, 2016~~ and 2015 and for each of the two years in the period ended December 31, 2016 and for the period from March 17, 2014 (inception) through December 31, 2014, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principlesExhibits.

~~During PennTex’s two fiscal years in the period ended December 31, 2016 and for the period from March 17, 2014~~ (~~inception~~d) ~~through December 31, 2014, and during the subsequent interim period through February~~ Exhibits 27, 2017, there were no (1) disagreements with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference in connection with their report to the subject matter of the disagreement, or (2) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

PennTex provided EY with a copy of this Current Report on Form 8-K, and requested that EY furnish PennTex with a letter addressed to the Securities and Exchange Commission stating whether EY agrees with the statements made by PennTex in response to the disclosures required by Item 304(a) of Regulation S-K. PennTex subsequently received the requested letter, and a copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.



Exhibit No.		Description
99.1		Press release dated May 3, 2017 issued by PennTex Midstream Partners, LP

~~(b) Engagement of New Independent Registered Public Accounting Firm~~SIGNATURE

~~The~~Pursuant ~~Audit~~to ~~Committee approved~~ the ~~appointment~~requirements of ~~Grant Thornton as PennTex’s independent registered public accounting firm, effective February 23, 2017, to perform independent audit services for~~ the ~~fiscal~~Securities ~~year~~Exchange ~~ending~~Act ~~December 31, 2017. As~~ of ~~November 1~~1934, ~~2016, Energy Transfer Partners, L.P. (“ETP”) owns all of~~ the ~~general~~registrant ~~partner~~has ~~interests,~~duly ~~incentive~~caused ~~distribution~~this ~~rights~~report ~~and~~to abe ~~65%~~signed ~~limited~~on ~~partner~~its ~~interest~~behalf inby ~~PennTex. PennTex became a consolidated subsidiary of ETP following ETP’s acquisition of~~ the ~~general partner interests~~undersigned, ~~incentive~~thereunto ~~distribution~~duly ~~rights and limited partner interests in PennTex~~authorized. As Grant Thornton currently serves as ETP’s independent registered public accounting firm, the Audit Committee determined that it would be beneficial for ETP and PennTex to have the same accounting firm audit their respective financial statements.

During PennTex’s two fiscal years ended December 31, 2016 and December 31, 2015, and during the subsequent interim period through February 27, 2017, neither PennTex, nor anyone acting on PennTex’s behalf, consulted with Grant Thornton with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of PennTex, and no written report or oral advice was provided to PennTex by Grant Thornton that Grant Thornton concluded was an important factor considered by PennTex in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).



		PennTex Midstream Partners, LP


		By:	PennTex Midstream GP, LLC
			its General Partner

Dated:	May 3, 2017	By:	/s/ Thomas E. Long
		Name:	Thomas E. Long
		Title:	Chief Financial Officer

~~Item~~EXHIBIT ~~9.01~~INDEX ~~Financial Statements and Exhibits(d) Exhibits.~~

	(d) Exhibit
Exhibit Number		Description
	Exhibit No.		Description
99.1*		Press release dated May 3, 2017 issued by PennTex Midstream Partners, LP
	16.1		Letter to Securities and Exchange Commission from Ernst & Young LLP, dated February 27, 2017
* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number		Description
16.1		Letter to Securities and Exchange Commission from Ernst & Young LLP, dated February 27, 2017

PennTex Midstream Partners, LP

PennTex Midstream GP, LLC,

its general partner

February 27, 2017

/s/ Stephen M. Moore

Name: Stephen M. Moore

Title: Vice President, General Counsel and Secretary

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