SEC Form 4 · accession 0001104659-15-070489
EAGLE ROCK ENERGY PARTNERS L P · EROC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph A Mills
Officer — Chairman and CEO · Director
Period of report
Oct 8, 2015
Accepted (ET)
Oct 13, 2015 · 9:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001364541
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units Representing Limited Partner InterestsF3,F4 | Oct 8, 2015 | A | 1,580,504 | — | A | 2,426,900 | D | |
| Common Units Representing Limited Partner InterestsF5 | Oct 8, 2015 | F | 122,662 | — | D | 0 | D | |
| Common Units Representing Limited Partner InterestsF1,F2,F3,F4 | Oct 8, 2015 | D | 2,426,900 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On October 8, 2015, pursuant to the Agreement and Plan of Merger dated as of May 21, 2015 (the "Merger Agreement"), by and among Eagle Rock Energy Partners, L.P. (the "Partnership"), Eagle Rock Energy GP, L.P., Vanguard Natural Resources, LLC ("Vanguard") and Talon Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership continuing as the surviving entity and as a wholly owned indirect subsidiary of Vanguard.
- F2Pursuant to the Merger Agreement, each Partnership common unit issued and outstanding immediately prior to the effective time of the Merger was converted at such time into the right to receive 0.185 Vanguard common units or, in the case of fractional Vanguard common units, cash (without interest and rounded up to the nearest whole cent) in an amount equal to the product of (i) such fractional part of a Vanguard common unit multiplied by (ii) the average closing price for a Vanguard common unit as reported on the NASDAQ Global Select Market for the ten consecutive full trading days ending at the close of trading on October 7, 2015. On the effective date of the Merger, the closing price of a Vanguard common unit was $9.31.
- F3Pursuant to the Merger Agreement, the vesting of Partnership restricted units (including performance units issued under the Partnership Long-Term Incentive Plan (the "Partnership LTIP")) held at the effective time by an employee that (i) did not receive an offer of employment from Vanguard in connection with the Merger, (ii) received such an offer, but such offer was an unqualified offer (as described in the Merger Agreement) and such employee declined such offer or (iii) was a member of the Partnership's board of directors, was accelerated by the Partnership in accordance with the terms of the Partnership LTIP and the applicable award agreements as if the employee's service relationship was terminated without "cause" or by "involuntary termination," as applicable, on or following a "change of control" (each term as defined in the applicable award agreement) and such Partnership restricted units were converted into Vanguard restricted units equal to the result of
- F4(i) the number of Partnership restricted units subject to such award multiplied by (ii) 0.185, rounded down to the nearest whole Vanguard restricted unit. The number of common units acquired by the reporting person in respect of the Partnership performance units was based on the calculation of the Partnership's satisfaction of the performance conditions set forth in the applicable Partnership performance unit award agreements based on performance through the effective time.
- F5The reporting person elected to surrender Vanguard common units (which had a closing price of $9.31 per unit on the effective date of the Merger) to satisfy tax withholding liabilities that arose in connection with the conversion, vesting and settlement of Partnership performance units pursuant to the Merger (as described further in (3)(4) above) in accordance with Rule 16b-3.