Legacy Reserves Form 4 LEGACY RESERVES / Dan G. LeRoy 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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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^*

LeRoy Dan G.

(Last) (First) (Middle)

303 W. WALL, 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018

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

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	(1)	03/01/2018		A		30,075		(2)	02/18/2021	Units	30,075	$0.00(1)	66,488(3)	D
Phantom Units	(1)	03/01/2018		A		180,452		(4)(5)	02/18/2021	Units	180,452	$0.00(1)	357,110(6)	D
Phantom Units	(1)	03/01/2018		A		15,038		(5)	02/18/2021	Units	15,038	$0.00(1)	111,119(7)	D

Explanation of Responses:

1. Each phantom unit represents the economic equivalent of a unit representing a limited partner interest in Legacy Reserves LP.

2. The phantom units reported on this Form 4 are subject to vesting on February 18, 2021 and are payable in units.

3. Includes the remaining 18,087 phantom units and 18,326 phantom units from the phantom units granted on June 22, 2016 and March 1, 2017, respectively.

4. Represents maximum possible number of phantom units subject to cliff vesting after a three year period ending on February 18, 2021, or 200% of the target amount. The number of phantom units that vest on February 18, 2021 is subject to the achievement of certain objective, performance-based criteria during the three fiscal years prior to the vesting date. If none or only a portion of phantom units vest as a result of specified performance levels not being met, such number of phantom units that fail to vest will be forfeited.

5. The phantom units reported on this Form 4 are subject to vesting on February 18, 2021 and are payable in cash.

6. Includes the remaining 103,354 phantom units and 73,304 phantom units from the phantom units granted on June 22, 2016 and March 1, 2017, respectively.

7. Includes the remaining 59,429 phantom units and 36,652 phantom units from the phantom units granted on June 22, 2016 and March 1, 2017, respectively.

Remarks:

Vice President, General Counsel and Secretary of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP.

	/s/ Dan G. LeRoy	03/05/2018
	** Signature of Reporting Person	Date
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