SEC Form 4 · accession 0000899243-18-025091

LEGACY RESERVES LP · LGCY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kyle A McGraw

Officer — EVP and CDO · Director

Period of report

Sep 20, 2018

Accepted (ET)

Sep 24, 2018 · 7:53 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001358831

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Units representing limited partner interests^F2,F3	Sep 20, 2018	M	176,957	—	A	229,501	D
Units representing limited partner interests^F2,F5	Sep 20, 2018	M	467,535	—	A	697,036	D
Units representing limited partner interests	Sep 20, 2018	D	467,535	$4.84	D	229,501	D
Units representing limited partner interests^F2,F6	Sep 20, 2018	M	324,346	—	A	553,847	D
Units representing limited partner interests	Sep 20, 2018	D	324,346	$4.84	D	229,501	D
Units representing limited partner interests^F1,F3,F5,F6	Sep 20, 2018	D	229,501	—	D	0	D
Units representing limited partner interests^F1,F7	Sep 20, 2018	D	1,020,060	—	D	0	I	By Kyle A. McGraw Family Holdings, Ltd.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Phantom Units^F2,F3	—	Sep 20, 2018	M	176,957	D	—	—	Units	176,957	D
Phantom Units^F2,F4,F5	—	Sep 20, 2018	M	467,535	D	—	—	Units	467,535	D
Phantom Units^F2,F6	—	Sep 20, 2018	M	324,346	D	—	—	Units	324,346	D

Explanation of responses

F1In connection with the corporate reorganization of the Issuer from a master limited partnership to a corporation (the "Corporate Reorganization"), each outstanding unit representing a limited partner interest in the Issuer ("Unit") was converted into the right to receive one share of common stock, $0.01 par value per share, of Legacy Reserves Inc. ("New Legacy Common Stock").
F2Each phantom unit represents the economic equivalent of a Unit.
F3These phantom units were granted pursuant to an award agreement that provided for settlement in Units and were scheduled to vest as follows: (i) 54,783 phantom units subject to vesting on February 18, 2019; (ii) 55,507 phantom units subject to vesting on February 18, 2020; and (iii) 66,667 phantom units subject to vesting on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in Units.
F4These phantom units were granted pursuant to an award agreement that provided for settlement in cash and provided for cliff vesting in the third year after grant, subject to the achievement of certain performance-based criteria during the three fiscal years prior to the vesting date. The vesting schedule was as follows: (i) 313,044 phantom units on February 18, 2019; (ii) 222,026 phantom units on February 18, 2020; and (iii) 400,000 phantom units on February 18, 2021.
F5In connection with the Corporate Reorganization, 467,535 of these phantom units automatically vested in full and were settled in cash. Another 467,535 phantom units were forfeited.
F6These phantom units were granted pursuant to an award agreement that provided for settlement in cash and were scheduled to vest as follows: (i) 180,000 phantom units on February 18, 2019; (ii) 111,013 phantom units on February 18, 2020; and (iii) 33,333 phantom units on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in cash.
F7The Reporting Person is partial owner of the Kyle A. McGraw Family Holdings, Ltd. and thus is deemed to indirectly beneficially own the Units held by Kyle A. McGraw Family Holdings, Ltd.

Remarks

Director, Executive Vice President and Chief Development Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP