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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
Eagle Rock Holdings, L.P.

(Last) (First) (Middle)
16701 GREENSPOINT PARK DRIVE
SUITE 200

(Street)
HOUSTON TX 77060

(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)
07/31/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/30/2007
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 07/31/2007 J ( 1 ) ( 2 ) ( 3 ) ( 4 ) 3,047,521 A ( 1 ) ( 2 ) ( 3 ) ( 4 ) 12,042,974 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
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*
Eagle Rock Holdings, L.P.

(Last) (First) (Middle)
16701 GREENSPOINT PARK DRIVE
SUITE 200

(Street)
HOUSTON TX 77060

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Eagle Rock GP, LLC

(Last) (First) (Middle)
16701 GREENSPOINT PARK DRIVE
SUITE 200

(Street)
HOUSTON TX 77060

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Montierra Minerals & Production, L.P.

(Last) (First) (Middle)
24 GREENWAY PLAZA
SUITE 450

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Montierra Management LLC

(Last) (First) (Middle)
24 GREENWAY PLAZA
SUITE 450

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Natural Gas Partners VII, L.P.

(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY
SUITE 600

(Street)
IRVING TX 75062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Natural Gas Partners VIII, L.P.

(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY
SUITE 600

(Street)
IRVING TX 75062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGP Income Management, L.L.C.

(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY
SUITE 600

(Street)
IRVING TX 75062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGP-VII Income Co-Investment Opportunities, LP

(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY
SUITE 600

(Street)
IRVING TX 75062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGP Co-Investment Income Capital Corp.

(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY
SUITE 600

(Street)
IRVING TX 75062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGP 2004 Co-Investment Income, L.P.

(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY
SUITE 600

(Street)
IRVING TX 75062

(City) (State) (Zip)
Explanation of Responses:
1. On July 31, 2007, the Issuer acquired Redman Energy Holdings, L.P. and Redman Energy Holdings II, L.P. from Natural Gas Partners VII, L.P. ("NGP VII") and Natural Gas Partners VIII, L.P. ("NGP VIII"), respectively, in consideration for the issuance of 1,284,315 common units to NGP VII and 1,763,206 common units to NGP VIII.
2. NGP VII and NGP VIII collectively own a 98% LP interest in Eagle Rock Holdings, L.P. and a 96.169% LP interest in Montierra Minerals & Production, L.P.
3. NGP VII owns 100% of NGP Income Management L.L.C. which serves as the general partner of both NGP-VII Income Co-Investment Opportunities, L.P. ("NGP-VII Income Co-Investment") and NGP 2004 Co-Investment Income, L.P. ("NGP 2004"). NGP-VII Income Co-Investment owns 100% of NGP Co-Investment Income Capital Corp. ("NGP Capital Corp."). NGP VII may be deemed to beneficially own all of the reported securities of NGP 2004 and NGP Capital Corp.
4. Kenneth A. Hersh may be deemed to share dispositive power over the units held by NGP VII, thus, he may also be deemed to be the beneficial owner of these units. This report is filed in connection with the Form 4 filed today by Kenneth A. Hersh.
5. The reporting persons disclaim beneficial ownership of the reported securities except to the extent if their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
Eagle Rock Holdings, L.P., By its general partner, Eagle Rock GP, L.L.C., By /s/ Kenneth A. Hersh, Kenneth A. Hersh, Manager 09/06/2007
Eagle Rock GP, L.L.C., By /s/ Kenneth A. Hersh, Kenneth A. Hersh, Manager 09/06/2007
Montierra Minerals & Production, L.P., By its general partner, Montierra Management LLC, By /s/ Joseph A. Mills, Joseph A. Mills, Chief Executive Officer 09/06/2007
Montierra Management LLC, By /s/ Joseph A. Mills, Joseph A. Mills, Chief Executive Officer 09/06/2007
Natural Gas Partners VII, L.P., By its general partner, G.F.W. Energy VII, L.P., By its general partner, GFW VII, L.L.C., By /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member 09/06/2007
Natural Gas Partners VIII, L.P., By its general partner, G.F.W. Energy VIII, L.P., By its general partner, GFW VIII, L.L.C., By /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member 09/06/2007
NGP Income Management, L.L.C., By /s/ Tony R. Weber, Tony R. Weber, President 09/06/2007
NGP-VII Income Co-Investment Opportunities, L.P., By /s/ Tony R. Weber, Tony R. Weber, President 09/06/2007
NGP 2004 Co-Investment Income, L.P., By its general partner, NGP Income Management L.L.C., By /s/ Tony R. Weber, Tony R. Weber, President 09/06/2007
NGP Co-Investment Income Capital Corp., By /s/ Tony R. Weber, Tony R. Weber, President 09/06/2007
** 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).
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