UNITED STATES*
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
NGL Energy Partners LP
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(Name of Issuer)
Common Units
Representing Limited Partner Interests
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(Title of Class of Securities)
62913M107
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(CUSIP Number)
April 30, 2015
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 62913M107
1. Names of Reporting Persons, I.R.S. Identification Nos.
of above persons (entities only):
Salient Capital Advisors, LLC: 27-2587653
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization of each
Reporting Person: Texas, U.S.A.
Number of 5. Sole Voting Power: 5,080,830
Shares Bene-
ficially
Owned by Each 6. Shared Voting Power: 0
Reporting
Person With: 7. Sole Dispositive Power: 5,080,830
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each
Reporting Person: 5,080,830
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9): 4.8%
12. Type of Reporting Person (See Instructions)
IA
ITEM 1.
(a) Name of Issuer: NGL Energy Partners LP
(b) Address of issuer's Principal Executive Offices
6120 S. Yale
Suite 805
Tulsa, OK 74136
ITEM 2.
(a) Name of Person Filing
Salient Capital Advisors, LLC
(b) Address of Principal Business Office or, if none, Residence
4265 San Felipe, 8th Floor
Houston, Texas 77027
(c) Citizenship of each Reporting Person:
Texas, U.S.A.
(d) Title of Class of Securities
Common Units Representing Limited Partner Interests
(e) CUSIP Number 62913M107
ITEM 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) x An investment adviser in accordance with
Sec. 240.13d-1 (b)(1)(ii)(E).
(f) An employee benefit plant or endowment fund in accordance
with Sec. 140.13d-1(b)(1)(ii)(F).
(g) A parent holding company or control person in accordance
with Sec. 240.13d-1(b)(1)(ii)(G).
(h) A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) Group, in accordance with Sec. 240.13d-1(b)1(ii)(J).
ITEM 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount beneficially owned: 5,080,830
(b) Percent of class: 4.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
5,080,830
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition
of: 5,080,830
(iv) Shared power to dispose or to direct the disposition
of: 0
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Sec. 204.13d-3(d)(1).
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [ X ].
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable.
ITEM 8. Identification and Classification of Members of the Group
Not Applicable.
ITEM 9. Notice of Dissolution of Group
Not Applicable.
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Salient Capital Advisors, LLC
Date: May 8, 2015
By: /s/ Paul A. Bachtold
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Paul A. Bachtold
Chief Compliance Officer