SEC Form 4 · accession 0001140361-15-008221
LEGACY RESERVES LP · LGCY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cary D Brown
Officer — Chairman, President and CEO · Director
Period of report
Feb 18, 2015
Accepted (ET)
Feb 20, 2015 · 4:59 pm EST
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 interestsF1 | Feb 18, 2015 | M | 10,325 | $0.00 | A | 990,689 | D | |
| Units representing limited partner interestsF2 | Feb 18, 2015 | F | 3,491 | $13.25 | D | 987,198 | D | |
| Units representing limited partner interestsF3,F4 | holding | — | — | — | 3,012,540 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F7,F5,F6 | — | Feb 18, 2015 | M | 10,325 | D | — | — | Units | 10,325 | 105,391 | D |
Explanation of responses
- F1Each phantom unit represents the economic equivalent of a unit representing a limited partner interest in Legacy Reserves LP.
- F2Reflects the closing price of the units on February 18, 2015.
- F3The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of all the reported units for the purposes of Section 16 or for any other purpose.
- F4Includes 800,000 units held by DAB Family Properties, Ltd., an entity partially owned by Brown Heirs 2012 Trust and 2,212,540 units held by Cary Brown Family LP. Mr. Cary D. Brown is both a co-trustee and a beneficiary of the Brown Heirs 2012 Trust.
- F5Phantom units granted prior to March 3, 2014 vest annually in one-third increments on February 18th of each applicable year and are payable in units. Phantom units granted on or after March 3, 2014 vest on February 18th in the third year after grant.
- F6Pursuant to the achievement of certain objective, performance-based criteria, none of the phantom units eligible to vest for the year ended December 31, 2014, granted on February 1, 2012 and March 7, 2013, vested and therefore 17,870 phantom units were forfeited. With respect to the subjective phantom unit grants, 3,957 phantom units (the third tranche of the 2012 subjective phantom unit grant) and 6,368 phantom units (the second tranche of the 2013 subjective phantom unit grant), vested.
- F7Includes the remaining 16,891 phantom units and 88,500 phantom units from the phantom units granted on March 7, 2013 and March 3, 2014, respectively.
Remarks
Chairman, President and Chief Executive Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP.