Legacy Reserves Form 4 LEGACY RESERVES / Paul T Horne ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Horne Paul T

(Last) (First) (Middle)

303 W. WALL STREET, SUITE 1800

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LEGACY RESERVES LP [ LGCY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Units representing limited partner interests	09/20/2018		M		563,551	A	(2)(3)	633,867	D
Units representing limited partner interests	09/20/2018		M		1,510,958	A	(2)(5)	2,144,825	D
Units representing limited partner interests	09/20/2018		D		1,510,958	D	$4.84	633,867	D
Units representing limited partner interests	09/20/2018		M		951,005	A	(2)(6)	1,584,872	D
Units representing limited partner interests	09/20/2018		D		951,005	D	$4.84	633,867	D
Units representing limited partner interests	09/20/2018		D		633,867	D	(1)(3)(5)(6)	0	D
Units representing limited partner interests	09/20/2018		D		121,684	D	(1)	0	I	By H2K Holdings, Ltd(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	(2)	09/20/2018		M			563,551	(3)	(3)	Units	563,551	(2)	0	D
Phantom Units	(2)	09/20/2018		M			1,510,958	(4)(5)	(4)(5)	Units	1,510,958	(2)	0	D
Phantom Units	(2)	09/20/2018		M			951,005	(6)	(6)	Units	951,005	(2)	0	D

Explanation of Responses:

1. In connection with the corporate reorganization of the Issuer from a master limited partnership to a corporation (the "Corporate Reorganization"), each outstanding unit representing a limited partner interest in the Issuer ("Unit") was converted into the right to receive one share of common stock, $0.01 par value per share, of Legacy Reserves Inc. ("New Legacy Common Stock").

2. Each phantom unit represents the economic equivalent of a Unit.

3. These phantom units were granted pursuant to an award agreement that provided for settlement in Units and were scheduled to vest as follows: (i) 155,435 phantom units subject to vesting on February 18, 2019; (ii) 157,489 phantom units subject to vesting on February 18, 2020; and (iii) 250,627 phantom units subject to vesting on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in Units.

4. These phantom units were granted pursuant to an award agreement that provided for settlement in cash and provided for cliff vesting in the third year after grant, subject to the achievement of certain performance-based criteria during the three fiscal years prior to the vesting date. The vesting schedule was as follows: (i) 888,200 phantom units on February 18, 2019; (ii) 629,956 phantom units on February 18, 2020; and (iii) 1,503,760 phantom units on February 18, 2021.

5. In connection with the Corporate Reorganization, 1,510,958 of these phantom units automatically vested in full and were settled in cash. Another 1,510,958 phantom units were forfeited.

6. These phantom units were granted pursuant to an award agreement that provided for settlement in cash and were scheduled to vest as follows: (i) 510,714 phantom units on February 18, 2019; (ii) 314,978 phantom units on February 18, 2020; and (iii) 125,313 phantom units on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in cash.

7. The Reporting Person is the president of H2K Holdings, Ltd. and thus is deemed to indirectly beneficially own the Units held by H2K Holdings, Ltd.

Remarks:

Chairman and Chief Executive Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP

	/s/ Dan G. LeRoy, as attorney-in-fact for Paul T. Horne	09/24/2018
	** Signature of Reporting Person	Date
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