Statement of Changes in Beneficial Ownership (4)
07 10월 2015 - 12:47AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
REYNOLDS JOHN T
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2. Issuer Name
and
Ticker or Trading Symbol
LRR Energy, L.P.
[
LRE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Director by Deputization
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(Last)
(First)
(Middle)
C/O LIME ROCK MANAGEMENT LP, 274 RIVERSIDE AVENUE, 3RD FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2015
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(Street)
WESTPORT, CT 06880
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common units representing limited partner interests
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10/5/2015
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D
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1224544
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D
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(1)
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0
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I
(2)
(3)
(4)
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See Notes
(2)
(3)
(4)
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Common units representing limited partner interests
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10/5/2015
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D
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405995
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D
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(1)
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0
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I
(2)
(3)
(5)
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See Notes
(2)
(3)
(5)
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Common units representing limited partner interests
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10/5/2015
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D
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6939061
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D
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(1)
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0
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I
(2)
(3)
(6)
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See Notes
(2)
(3)
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Disposition pursuant to the Purchase Agreement and Plan of Merger, dated as of April 20, 2015, by and among Vanguard Natural Resources, LLC ("Vanguard"), Lighthouse Merger Sub, LLC, Lime Rock Management LP ("LRM"), Lime Rock Resources A, L.P. ("LRR A"), Lime Rock Resources B, L.P. ("LRR B"), Lime Rock Resources C, L.P. ("LRR C"), Lime Rock Resources II-A, L.P., Lime Rock Resources II-C, L.P., LRR Energy, L.P. ("LRE") and LRE GP, LLC in exchange for 0.55 common units of Vanguard for every common unit of LRE disposed. On the effective date of the merger, the closing price of the Vanguard common units was $7.98 per unit.
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(
2)
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The Reporting Person is one of two managers of LRR GP, LLC ("LRR GP"), which is the general partner of Lime Rock Resources GP, L.P. ("Lime Rock GP"). Lime Rock GP is the general partner of LRR A, LRR B and LRR C.
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(
3)
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The Reporting Person, LRR GP and Lime Rock GP may be deemed to share voting and dispositive power over the reported securities. Each of the Reporting Person, LRR GP and Lime Rock GP disclaims beneficial ownership of any interests in the reported securities in excess of such person's or entity's respective pecuniary interest in the securities. This report shall not be deemed an admission that the Reporting Person, LRR GP or Lime Rock GP is the beneficial owner of such interests for purposes of Section 16 or for any other purpose.
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(
4)
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Units owned by LRR A.
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(
5)
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Units owned by LRR B.
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(
6)
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Units owned by LRR C.
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Remarks:
The Reporting Person is one of two managers of Lime Rock Management GP, LLC, which is the general partner of LRM. Prior to the merger described above, LRM had the right to appoint all of the directors of the Board of Directors of LRE GP, LLC, the general partner of the Issuer. Therefore, the Reporting Person may be deemed to be a director by deputization.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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REYNOLDS JOHN T
C/O LIME ROCK MANAGEMENT LP
274 RIVERSIDE AVENUE, 3RD FLOOR
WESTPORT, CT 06880
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X
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Director by Deputization
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Signatures
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/s/ John T. Reynolds
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10/6/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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