NGL Energy Partners (NGL) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

EIG NEPTUNE EQUITY AGGREGATOR, L.P.

(Last) (First) (Middle)

600 NEW HAMPSHIRE AVE. NW, SUITE 1200

(Street)

WASHINGTON DC 20037

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/02/2020

3. Issuer Name and Ticker or Trading Symbol
NGL Energy Partners LP [ NGL ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class D Preferred Units	393,750	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A 2019 Warrants to Purchase Common Units	07/02/2020	07/02/2029	Common Units	4,812,500	14.54	D
Series B 2019 Warrants to Purchase Common Units	07/02/2020	07/02/2029	Common Units	6,875,000	17.45	D
Series C 2019 Warrants to Purchase Common Units	10/31/2020	10/31/2029	Common Units	2,078,125	13.56	D
Series D 2019 Warrants to Purchase Common Units	10/31/2020	10/31/2029	Common Units	2,968,750	16.28	D

Explanation of Responses:

	EIG Neptune Equity Aggregator, L.P. By: EIG Neptune Equity GP, LLC, its general partner By: EIG Asset Management, LLC, its managing member By: /s/ Brian P. Boland Name: Brian P. Boland Title: Managing Director	09/04/2020
	** 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 5 (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).
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