Form: 3

Initial statement of beneficial ownership of securities

March 16, 2017

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ENERGY CAPITAL PARTNERS II, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2017
3. Issuer Name and Ticker or Trading Symbol
ProPetro Holding Corp. [PUMP]
(Last)
(First)
(Middle)
51 JOHN F. KENNEDY PARKWAY SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SHORT HILLS, NJ 07078
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Common Stock 48,330,667
I
See footnote (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ENERGY CAPITAL PARTNERS II, LLC
51 JOHN F. KENNEDY PARKWAY SUITE 200
SHORT HILLS, NJ 07078
    X    
Energy Capital Partners GP II, LP
51 JOHN F. KENNEDY PARKWAY SUITE 200
SHORT HILLS, NJ 07078
    X    
ENERGY CAPITAL PARTNERS II, LP
51 JOHN F. KENNEDY PARKWAY SUITE 200
SHORT HILLS, NJ 07078
    X    
ENERGY CAPITAL PARTNERS II-A, LP
51 JOHN F. KENNEDY PARKWAY SUITE 200
SHORT HILLS, NJ 07078
    X    
ENERGY CAPITAL PARTNERS II-B, LP
51 JOHN F. KENNEDY PARKWAY SUITE 200
SHORT HILLS, NJ 07078
    X    
Energy Capital Partners II-C (Direct IP), LP
51 JOHN F. KENNEDY PARKWAY SUITE 200
SHORT HILLS, NJ 07078
    X    
ENERGY CAPITAL PARTNERS II-D, LP
51 JOHN F. KENNEDY PARKWAY SUITE 200
SHORT HILLS, NJ 07078
    X    
Energy Capital Partners II (Midland Co-Invest), LP
51 JOHN F. KENNEDY PARKWAY SUITE 200
SHORT HILLS, NJ 07078
    X    
Energy Capital Partners GP II Co-Investment (Midland), LLC
51 JOHN F. KENNEDY PARKWAY SUITE 200
SHORT HILLS, NJ 07078
    X    

Signatures

Energy Capital Partners II, LLC By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel 03/16/2017
**Signature of Reporting Person Date

Energy Capital Partners GP II, LP By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel 03/16/2017
**Signature of Reporting Person Date

Energy Capital Partners II, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel 03/16/2017
**Signature of Reporting Person Date

Energy Capital Partners II-A, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel 03/16/2017
**Signature of Reporting Person Date

Energy Capital Partners II-B, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel 03/16/2017
**Signature of Reporting Person Date

Energy Capital Partners II-C (Direct IP), LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel 03/16/2017
**Signature of Reporting Person Date

Energy Capital Partners II-D, LP By: Energy Capital Partners GP II, LP, its general partner By: Energy Capital Partners II, LLC, its general partner By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel 03/16/2017
**Signature of Reporting Person Date

Energy Capital Partners II (Midland Co-Invest), LP By: Energy Capital Partners GP II Co-Investment (Midland), LLC, its GP By: Energy Capital Partners II, LLC, its sole member By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel 03/16/2017
**Signature of Reporting Person Date

Energy Capital Partners GP II Co-Investment (Midland), LLC By: Energy Capital Partners II, LLC, its sole member By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel 03/16/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes (i) 723,802 shares held by Energy Capital Partners II, LP ("ECP II"), (ii) 23,576,901 shares held by Energy Capital Partners II-A, LP ("ECP II-A"), (iii) 4,936,862 shares held by Energy Capital Partners II-B, LP ("ECP II-B"), (iv) 8,672,062 shares held by Energy Capital Partners II-C (Direct IP), LP ("ECP II-C"), (v) 5,810,748 shares held by Energy Capital Partners II-D, LP ("ECP II-D"), and (vi) 4,610,292 shares held by Energy Capital Partners II (Midland Co-Invest), LP ("ECP Co-Invest"). Each of ECP II, ECP II-A, ECP II-B, ECP II-C and ECP II-D is managed by its general partner, Energy Capital Partners GP II, LP. Energy Capital Partners GP II, LP is managed by its general partner, Energy Capital Partners II, LLC ("Energy Capital Partners"). ECP Co-Invest is managed by its general partner, Energy Capital Partners GP II Co-Investment (Midland), LLC, which is managed by its sole member, Energy Capital Partners.
(2) As a result, each of Energy Capital Partners GP II, LP and Energy Capital Partners may be deemed to share beneficial ownership of the shares held by ECP II, ECP II-A, ECP II-B, ECP II-C and ECP II-D, and each of Energy Capital Partners GP II Co-Investment (Midland), LLC and Energy Capital Partners may be deemed to share beneficial ownership over the shares held by ECP Co-Invest. Douglas W. Kimmelman, Peter Labbat, Thomas K. Lane, Tyler Reeder and Andrew D. Singer are the managing members of, and Rahman D'Argenio is a partner of, Energy Capital Partners and share the power to direct the voting and disposition of the shares beneficially owned by Energy Capital Partners. Each such individual disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

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