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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REYNOLDS JOHN T C/O LIME ROCK MANAGEMENT LP 274 RIVERSIDE AVENUE, 3RD FLOOR WESTPORT, CT 06880 |
X | Director by Deputization |
/s/ John T. Reynolds | 10/06/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Disposition pursuant to the Purchase Agreement and Plan of Merger, dated as of April 20, 2015, by and among Vanguard Natural Resources, LLC ("Vanguard"), Lighthouse Merger Sub, LLC, Lime Rock Management LP ("LRM"), Lime Rock Resources A, L.P. ("LRR A"), Lime Rock Resources B, L.P. ("LRR B"), Lime Rock Resources C, L.P. ("LRR C"), Lime Rock Resources II-A, L.P., Lime Rock Resources II-C, L.P., LRR Energy, L.P. ("LRE") and LRE GP, LLC in exchange for 0.55 common units of Vanguard for every common unit of LRE disposed. On the effective date of the merger, the closing price of the Vanguard common units was $7.98 per unit. |
(2) | The Reporting Person is one of two managers of LRR GP, LLC ("LRR GP"), which is the general partner of Lime Rock Resources GP, L.P. ("Lime Rock GP"). Lime Rock GP is the general partner of LRR A, LRR B and LRR C. |
(3) | The Reporting Person, LRR GP and Lime Rock GP may be deemed to share voting and dispositive power over the reported securities. Each of the Reporting Person, LRR GP and Lime Rock GP disclaims beneficial ownership of any interests in the reported securities in excess of such person's or entity's respective pecuniary interest in the securities. This report shall not be deemed an admission that the Reporting Person, LRR GP or Lime Rock GP is the beneficial owner of such interests for purposes of Section 16 or for any other purpose. |
(4) | Units owned by LRR A. |
(5) | Units owned by LRR B. |
(6) | Units owned by LRR C. |
Remarks: The Reporting Person is one of two managers of Lime Rock Management GP, LLC, which is the general partner of LRM. Prior to the merger described above, LRM had the right to appoint all of the directors of the Board of Directors of LRE GP, LLC, the general partner of the Issuer. Therefore, the Reporting Person may be deemed to be a director by deputization. |