Kyle A McGraw Form 4 LEGACY RESERVES / Kyle A McGraw 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^*

McGraw Kyle A

(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)
EVP and CDO

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		66,667		(2)	02/18/2021	Units	66,667	$0.00(1)	176,957(3)	D
Phantom Units	(1)	03/01/2018		A		400,000		(4)(5)	02/18/2021	Units	400,000	$0.00(1)	935,070(6)	D
Phantom Units	(1)	03/01/2018		A		33,333		(5)	02/18/2021	Units	33,333	$0.00(1)	324,346(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 54,783 phantom units and 55,507 phantom units from the phantom units granted on June 22, 2016 and March 1, 2017, respectively, which are all payable in units.

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 313,044 phantom units and 222,026 phantom units from the phantom units granted on June 22, 2016 and March 1, 2017, respectively.

7. Includes the remaining 180,000 phantom units and 111,013 phantom units from the phantom units granted on June 22, 2016 and March 1, 2017, respectively.

Remarks:

Director, Executive Vice President and Chief Development Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP.

	/s/ Kyle A. McGraw	03/05/2018
	** Signature of Reporting Person	Date
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