SEC Form 4 · accession 0001140361-15-008232
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
Feb 18, 2015
Accepted (ET)
Feb 20, 2015 · 5:04 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 | 3,950 | $0.00 | A | 13,447 | D | |
| Units representing limited partner interestsF2 | Feb 18, 2015 | F | 1,487 | $13.25 | D | 11,960 | D | |
| Units representing limited partner interestsF3,F4,F5,F6,F7,F8 | holding | — | — | — | 1,020,060 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F11,F9,F10 | — | Feb 18, 2015 | M | 3,950 | D | — | — | Units | 3,950 | 44,003 | D |
Explanation of responses
- F1Each phantom unit represents the economic equivalent of a unit representing a limited partner interest in Legacy Reserves LP.
- F10Pursuant to the achievement of certain objective, performance-based criteria, none of the phantom units eligible to vest for the year ended December 31, 2013, granted on February 2, 2012 and March 7, 2013, vested and therefore 6,778 phantom units were forfeited. With respect to the subjective phantom unit grants, 1,248 phantom units (the third tranche of the 2012 subjective phantom unit grant) and 2,702 (the second tranche of the 2013 subjective phantom unit grant), vested.
- F11Includes the remaining 7,165 phantom units and 36,838 phantom units from the phantom units granted on March 7, 2013 and March 3, 2014, respectively.
- 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 of the reported units for purposes of Section 16 or for any other purpose.
- F4Includes 374,386 units owned by Kyle A. McGraw Family Holdings, Ltd., an entity partially owned by Mr. McGraw.
- F5Mr. McGraw currently has a pecuniary interest in 645,674 units through his indirect interest in Brothers Production Properties, Ltd. ("Brothers Properties"), Brothers Production Company, Inc. ("Brothers Production") and Brothers Operating Company, Inc. ("Brothers Operating").
- F6Brothers Properties directly owns 2,356,199 units.
- F7Brothers Production directly owns 190,521 units.
- F8Brothers Operating directly owns 35,976 units.
- F9Phantom 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 and are payable in units.
Remarks
Director, Executive Vice President and Chief Development Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP.