Natural Gas Partners VIII Form 4 EAGLE ROCK ENERGY PARTNERS L P / Income Management, L.L.C. NGP 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Montierra Minerals & Production, L.P.

(Last) (First) (Middle)

16107 KENSINGTON DRIVE #257

(Street)

SUGAR LAND TX 77479

(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	X	10% Owner
Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	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		J(1)		6,224,449(2)	D	(1)	0	D(2)(10)
Common Units Representing Limited Partner Interests	10/08/2015		J(1)		50,311(3)	D	(1)	0	D(3)(10)
Common Units Representing Limited Partner Interests	10/08/2015		J(1)		3,004,733(4)	D	(1)	0	D(4)(10)
Common Units Representing Limited Partner Interests	10/08/2015		J(1)		31,429,939(5)	D	(1)	0	D(5)(10)
Common Units Representing Limited Partner Interests	10/08/2015		J(1)		54,714(6)	D	(1)	0	D(6)(10)
Common Units Representing Limited Partner Interests	10/08/2015		J(1)		3,593,475(7)	D	(1)	0	D(7)(10)
Common Units Representing Limited Partner Interests	10/08/2015		J(1)		7,028,548(8)	D	(1)	0	D(8)(10)
Common Units Representing Limited Partner Interests	10/08/2015		J(1)		1,954,432(9)	D	(1)	0	D(9)(10)

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

1. Name and Address of Reporting Person^*

Montierra Minerals & Production, L.P.

(Last) (First) (Middle)

16107 KENSINGTON DRIVE #257

(Street)

SUGAR LAND TX 77479

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Montierra Management LLC

(Last) (First) (Middle)

16107 KENSINGTON DRIVE #257

(Street)

SUGAR LAND TX 77479

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Natural Gas Partners VII, L.P.

(Last) (First) (Middle)

5221 N O?CONNOR BLVD, SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Natural Gas Partners VIII, L.P.

(Last) (First) (Middle)

5221 N O?CONNOR BLVD, SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Income Management, L.L.C.

(Last) (First) (Middle)

5221 N O?CONNOR BLVD, SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eagle Rock Holdings NGP7, LLC

(Last) (First) (Middle)

5221 N O?CONNOR BLVD, SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eagle Rock Holdings NGP8, LLC

(Last) (First) (Middle)

5221 N O?CONNOR BLVD, SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ERH NGP 7 SPV, LLC

(Last) (First) (Middle)

5221 N O?CONNOR BLVD, SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ERH NGP 8 SPV, LLC

(Last) (First) (Middle)

5221 N O?CONNOR BLVD, SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Income Co-Investment Opportunities Fund II, L.P.

(Last) (First) (Middle)

5221 N O?CONNOR BLVD, SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

Explanation of Responses:

1. On May 21, 2015, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Vanguard Natural Resources, LLC ("Vanguard"), pursuant to which Talon Merger Sub, LLC, an indirect wholly owned subsidiary of Vanguard, would merge with and into the Issuer, with the Issuer continuing as the surviving entity and as a wholly owned indirect subsidiary of Vanguard. On October 8, 2015, the transactions contemplated by the Merger Agreement were consummated. As a result, pursuant to the terms of the Merger Agreement, all common units representing limited partner interests in the Issuer ("Common Units") ceased to be listed on the NASDAQ, were deregistered under the Securities Exchange Act of 1934, and were converted into the right of each unitholder to receive a number of Vanguard common units equal to 0.185 multiplied by the number of Common Units held by such unitholder. The Issuer is now an indirect wholly owned subsidiary of Vanguard.

2. Montierra Minerals & Production, L.P. ("Montierra") is the sole record owner of these 6,224,449 Common Units. Because Montierra Management LLC ("Montierra Management") is the general partner of Montierra, Montierra Management may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 6,224,449 Common Units held by Montierra. Natural Gas Partners VII, L.P. ("NGP VII") appoints three managers on the board of Montierra Management, and NGP VII also owns a majority limited partner interest in Montierra. NGP VII thus may also be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 6,224,449 Common Units held by Montierra.

3. Montierra Management is the sole record owner of these 50,311 Common Units. NGP VII appoints three managers on the board of Montierra Management. NGP VII thus may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 50,311 Common Units held by Montierra Management.

4. NGP VII is the sole record owner of these 3,004,733 Common Units.

5. Natural Gas Partners VIII, L.P. ("NGP VIII") is the sole record owner of these 31,429,939 Common Units.

6. NGP Income Management, L.L.C. ("NGP Income Management") is the sole record owner of these 54,714 Common Units. Because NGP VII directly owns 100% of NGP Income Management, NGP VII may be deemed to possess voting and sole dispositive power over, and thus beneficial ownership of, the 54,714 Common Units held by NGP Income Management.

7. ERH NGP 7 SPV, LLC ("SPV 7") is the sole record owner of these 3,593,475 Common Units. Eagle Rock Holdings NGP 7, LLC is the sole member of SPV 7 and may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 3,593,475 Common Units held by SPV 7. Because NGP VII indirectly owns 100% of SPV 7, NGP VII may also be deemed to possess sole voting and dispositive power over, and thus possess beneficial ownership of, the 3,593,475 Common Units held by SPV 7.

8. ERH NGP 8 SPV, LLC ("SPV 8") is the sole record owner of these 7,028,548 Common Units. Eagle Rock Holdings NGP 8, LLC is the sole member of SPV 8 and may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 7,028,548 Common Units held by SPV 8. Because NGP VIII indirectly owns 100% of SPV 8, NGP VIII may also be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 7,028,548 Common Units held by SPV 8.

9. NGP Income Co-Investment Opportunities Fund II, L.P. ("NGP Co-Invest") is the sole record owner of these 1,954,432 Common Units.

10. NGP Energy Capital Management, L.L.C. ("NGP ECM") does not directly own any Common Units. The ultimate general partners of NGP VII and NGP VIII have delegated full power and authority to manage NGP VII and NGP VIII to NGP ECM. NGP ECM controls NGP Income Co-Investment II GP, L.L.C., the general partner of NGP Co-Invest; thus, NGP ECM has the full power and authority to manage NGP Co-Invest. Thus, NGP ECM may be deemed to possess sole voting and dispositive powers over, and thus beneficial ownership of, all of the 53,340,601 Common Units reported herein.

Remarks:

Form 1 of 2.

	/s/ Joseph A. Mills, Chief Executive Officer of Montierra Management LLC, general partner of Montierra Minerals & Production, L.P.	10/13/2015
	/s/ Joseph A. Mills, Chief Executive Officer of Montierra Management LLC	10/13/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW VII, L.L.C., general partner of G.F.W. Energy VII, L.P., general partner of Natural Gas Partners VII, L.P.	10/13/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P., general partner of Natural Gas Partners VIII, L.P.	10/13/2015
	/s/ Tony R. Weber, President of NGP Income Management L.L.C.	10/13/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW VII, L.L.C., general partner of G.F.W. Energy VII, L.P., general partner of Natural Gas Partners VII, L.P., sole member of Eagle Rock Holdings NGP 7, LLC	10/13/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P., general partner of Natural Gas Partners VIII, L.P., sole member of Eagle Rock Holdings NGP 8, LLC	10/13/2015
	/s/ Kenneth A. Hersh, Chief Executive Officer & President of ERH NGP 7 SPV, LLC	10/13/2015
	/s/ Kenneth A. Hersh, Chief Executive Officer & President of ERH NGP 8 SPV, LLC	10/13/2015
	/s/ Tony R. Weber, President of NGP Income Co-Investment II GP, L.L.C., general partner of NGP Income Co-Investment Opportunities Fund II, L.P.	10/13/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.