Eagle Rock Energy Partners L P (EROC) Form 4 EAGLE ROCK ENERGY PARTNERS L P / Lawrence J. Thuillier 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^*

Thuillier Lawrence J.

(Last) (First) (Middle)

EAGLE ROCK ENERGY PARTNERS, L.P.,

P.O. BOX 2968

(Street)

HOUSTON TX 77252

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EAGLE ROCK ENERGY PARTNERS L P [ EROC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2015

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
Common Units Representing Limited Partner Interests	10/08/2015		A		184,308	A	(3)(4)	251,263	D
Common Units Representing Limited Partner Interests	10/08/2015		F		9,612	D	(5)	0	D
Common Units Representing Limited Partner Interests	10/08/2015		D		251,263	D	(1)(2)(3)(4)	0	D

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

Explanation of Responses:

1. On October 8, 2015, pursuant to the Agreement and Plan of Merger dated as of May 21, 2015 (the "Merger Agreement"), by and among Eagle Rock Energy Partners, L.P. (the "Partnership"), Eagle Rock Energy GP, L.P., Vanguard Natural Resources, LLC ("Vanguard") and Talon Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership continuing as the surviving entity and as a wholly owned indirect subsidiary of Vanguard.

2. Pursuant to the Merger Agreement, each Partnership common unit issued and outstanding immediately prior to the effective time of the Merger was converted at such time into the right to receive 0.185 Vanguard common units or, in the case of fractional Vanguard common units, cash (without interest and rounded up to the nearest whole cent) in an amount equal to the product of (i) such fractional part of a Vanguard common unit multiplied by (ii) the average closing price for a Vanguard common unit as reported on the NASDAQ Global Select Market for the ten consecutive full trading days ending at the close of trading on October 7, 2015. On the effective date of the Merger, the closing price of a Vanguard common unit was $9.31.

3. Pursuant to the Merger Agreement, the vesting of Partnership restricted units (including performance units issued under the Partnership Long-Term Incentive Plan (the "Partnership LTIP")) held at the effective time by an employee that (i) did not receive an offer of employment from Vanguard in connection with the Merger, (ii) received such an offer, but such offer was an unqualified offer (as described in the Merger Agreement) and such employee declined such offer or (iii) was a member of the Partnership's board of directors, was accelerated by the Partnership in accordance with the terms of the Partnership LTIP and the applicable award agreements as if the employee's service relationship was terminated without "cause" or by "involuntary termination," as applicable, on or following a "change of control" (each term as defined in the applicable award agreement) and such Partnership restricted units were converted into Vanguard restricted units equal to the result of

4. (i) the number of Partnership restricted units subject to such award multiplied by (ii) 0.185, rounded down to the nearest whole Vanguard restricted unit. The number of common units acquired by the reporting person in respect of the Partnership performance units was based on the calculation of the Partnership's satisfaction of the performance conditions set forth in the applicable Partnership performance unit award agreements based on performance through the effective time.

5. The reporting person elected to surrender Vanguard common units (which had a closing price of $9.31 per unit on the effective date of the Merger) to satisfy tax withholding liabilities that arose in connection with the conversion, vesting and settlement of Partnership performance units pursuant to the Merger (as described further in (3)(4) above) in accordance with Rule 16b-3.

	/s/ Lawrence J. Thuillier	10/13/2015
	** Signature of Reporting Person	Date
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