SEC Form 4 · accession 0000899243-15-006622

EAGLE ROCK ENERGY PARTNERS L P · EROC

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On May 21, 2015, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Vanguard Natural Resources, LLC ("Vanguard"), pursuant to which Talon Merger Sub, LLC, an indirect wholly owned subsidiary of Vanguard, would merge with and into the Issuer, with the Issuer continuing as the surviving entity and as a wholly owned indirect subsidiary of Vanguard. On October 8, 2015, the transactions contemplated by the Merger Agreement were consummated. As a result, pursuant to the terms of the Merger Agreement, all common units representing limited partner interests in the Issuer ("Common Units") ceased to be listed on the NASDAQ, were deregistered under the Securities Exchange Act of 1934, and were converted into the right of each unitholder to receive a number of Vanguard common units equal to 0.185 multiplied by the number of Common Units held by such unitholder. The Issuer is now an indirect wholly owned subsidiary of Vanguard.
• F10NGP Energy Capital Management, L.L.C. ("NGP ECM") does not directly own any Common Units. The ultimate general partners of NGP VII and NGP VIII have delegated full power and authority to manage NGP VII and NGP VIII to NGP ECM. NGP ECM controls NGP Income Co-Investment II GP, L.L.C., the general partner of NGP Co-Invest; thus, NGP ECM has the full power and authority to manage NGP Co-Invest. Thus, NGP ECM may be deemed to possess sole voting and dispositive powers over, and thus beneficial ownership of, all of the 53,340,601 Common Units reported herein.
• F2Montierra Minerals & Production, L.P. ("Montierra") is the sole record owner of these 6,224,449 Common Units. Because Montierra Management LLC ("Montierra Management") is the general partner of Montierra, Montierra Management may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 6,224,449 Common Units held by Montierra. Natural Gas Partners VII, L.P. ("NGP VII") appoints three managers on the board of Montierra Management, and NGP VII also owns a majority limited partner interest in Montierra. NGP VII thus may also be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 6,224,449 Common Units held by Montierra.
• F3Montierra Management is the sole record owner of these 50,311 Common Units. NGP VII appoints three managers on the board of Montierra Management. NGP VII thus may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 50,311 Common Units held by Montierra Management.
• F4NGP VII is the sole record owner of these 3,004,733 Common Units.
• F5Natural Gas Partners VIII, L.P. ("NGP VIII") is the sole record owner of these 31,429,939 Common Units.
• F6NGP Income Management, L.L.C. ("NGP Income Management") is the sole record owner of these 54,714 Common Units. Because NGP VII directly owns 100% of NGP Income Management, NGP VII may be deemed to possess voting and sole dispositive power over, and thus beneficial ownership of, the 54,714 Common Units held by NGP Income Management.
• F7ERH NGP 7 SPV, LLC ("SPV 7") is the sole record owner of these 3,593,475 Common Units. Eagle Rock Holdings NGP 7, LLC is the sole member of SPV 7 and may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 3,593,475 Common Units held by SPV 7. Because NGP VII indirectly owns 100% of SPV 7, NGP VII may also be deemed to possess sole voting and dispositive power over, and thus possess beneficial ownership of, the 3,593,475 Common Units held by SPV 7.
• F8ERH NGP 8 SPV, LLC ("SPV 8") is the sole record owner of these 7,028,548 Common Units. Eagle Rock Holdings NGP 8, LLC is the sole member of SPV 8 and may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 7,028,548 Common Units held by SPV 8. Because NGP VIII indirectly owns 100% of SPV 8, NGP VIII may also be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 7,028,548 Common Units held by SPV 8.
• F9NGP Income Co-Investment Opportunities Fund II, L.P. ("NGP Co-Invest") is the sole record owner of these 1,954,432 Common Units.

Remarks

Form 1 of 2.