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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 4, 2019 (April 1, 2019)
Vanguard Natural Resources, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-33756
 
80-0411494
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 5847 San Felipe, Suite 3000
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
 Registrant’s telephone number, including area code (832) 327-2255
  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company o
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o










Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On April 1, 2019, Vanguard Natural Resources, Inc. (the “Company”) was notified by the OTC Markets Group Inc. that its common stock, ticker: “VNRR”, and its outstanding warrants, tickers: “VNRRW” and “VNRWW”, were being removed from the OTCQX tier of the OTC Markets and downgraded to the OTC Pink, effective April 2, 2019. The Company was informed that the foregoing decision was made by the OTC Markets Group Inc. in light of the recently announced filings by the Company and certain of its subsidiaries of voluntary petitions for relief under chapter 11 of the U.S. Bankruptcy Code, which were disclosed by the Company in its Current Report on Form 8-K dated April 1, 2019.





 










SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

VANGUARD NATURAL RESOURCES, INC.

 
 
 
 
 
Dated: April 4, 2019
By:
/s/ Jonathan C. Curth
 
 
 
Name:
Jonathan C. Curth
 
 
Title:
General Counsel & Secretary