New Source Energy Partners (NSLP) 8-A12B Registration of securities on exchange

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

NEW SOURCE ENERGY PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware	38-3888132
(State of incorporation or organization)	(IRS Employer Identification No.)

914 North Broadway, Suite 230

Oklahoma City, Oklahoma 73102

(405) 272-3028

(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
11.00% Series A Cumulative Convertible Preferred Units representing preferred equity interests	New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A(c), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A(d), check the following box.  ¨

Securities Act registration statement file number to which this form relates: N/A (if applicable).

Securities to be registered pursuant to Section 12(g) of the Act: None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

A description of the 11.00% Series A Cumulative Convertible Preferred Units (the “Preferred Units”), representing preferred equity interests in New Source Energy Partners L.P. (the “Registrant”), is set forth under the captions “Description of Series A Preferred Units” and “Material U.S. Federal Income Tax Considerations” in the Registrant’s prospectus supplement dated May 5, 2015 and the base prospectus dated April 21, 2014, as filed by the Registrant with the Securities and Exchange Commission on May 7, 2015, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus constitutes a part of the Registrant’s Registration Statement on Form S-3 (No. 333-195129), and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference. The summary descriptions of the Preferred Units do not purport to be complete and are qualified in their entirety by reference to the exhibits, which are hereby incorporated herein and may be amended from time to time.

Item 2. Exhibits.

The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified which have been filed with the Securities and Exchange Commission.

Exhibit Number	Description
1	Registration Statement on Form S-3 (Registration No. 333-195129), filed with the Securities and Exchange Commission on April 8, 2014 (incorporated herein by reference).
2	Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form S-1 Registration Statement, filed with the Securities and Exchange Commission on January 11, 2013 (File No. 333-185754)).
3	Second Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 14, 2015 (File No. 001-35809)).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

New Source Energy Partners L.P.
By:	New Source Energy GP, LLC,
	its general partner
By:	/s/ Kristian B. Kos
Name:	Kristian B. Kos
Title:	Chairman and Chief Executive Officer

Date:    May 15, 2015

INDEX TO EXHIBITS

Exhibit Number	Description
1	Registration Statement on Form S-3 (Registration No. 333-195129), filed with the Securities and Exchange Commission on April 8, 2014 (incorporated herein by reference).
2	Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form S-1 Registration Statement, filed with the Securities and Exchange Commission on January 11, 2013 (File No. 333-185754)).
3	Second Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 14, 2015 (File No. 001-35809)).