| 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*
(Street)
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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)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
04/30/2007 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 04/30/2007 | J ( 1 ) ( 2 ) ( 3 ) ( 4 ) | 6,390,400 | A | ( 1 ) ( 2 ) ( 3 ) ( 4 ) | 8,620,885 | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On April 30, 2007, the Issuer acquired certain fee minerals, royalties and working interest properties from Montierra Minerals & Production, L.P. ("Montierra"), Montierra Management LLC ("Montierra Management"), NGP 2004 Co-Investment Income, L.P. ("NGP 2004") and NGP Co-Investment Income Capital Corp. ("NGP Capital Corp.") in consideration for cash and the issuance of 28,491 common units to Montierra Management, 2,820,578 common units to Montierra, 3,433,674 common units to NGP 2004 and 107,657 common units to NGP Capital Corp. |
| 2. Natural Gas Partners VII, L.P. ("NGP VII") and Natural Gas Partners VIII, L.P. ("NGP VIII") (together, the "NGP Funds") collectively own a 98% LP interest in Eagle Rock Holdings LP ("Holdings") and a 96.169% LP interest in Montierra, and thus may be deemed to beneficially own all of the reported securities of NGP 2004 and NGP Capital Corp. |
| 3. NGP VII owns 100% of NGP Income Management L.L.C. ("NGP Income Management") which serves as the general partner of both NGP-VII Income Co-Investment Opportunities, L.P. ("NGP-VII Income Co-Investment") and NGP 2004. NGP-VII Income Co-Investment owns 100% of 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 shares dispositive power over the units held by Natural Gas Partners VII, L.P., 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 Holdings, the general partner of Hodings, Montierra, Montierra Management LLC, NGP VII, NGP VIII, NGP 2004, NGP Capital Corp, NGP Income Management and NGP VII Income Co-Investment. |
| 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 | 05/02/2007 | |
| Eagle Rock GP, L.L.C., By /s/ Kenneth A. Hersh, Kenneth A. Hersh, Manager | 05/02/2007 | |
| Montierra Minerals & Production, L.P., By its general partner, Montierra Management LLC, By /s/ Joseph A. Mills, Joseph A. Mills, Chief Executive Officer | 05/02/2007 | |
| Montierra Management LLC, By: /s/ Joseph A. Mills, Joseph A. Mills, Chief Executive Officer | 05/02/2007 | |
| Natural Gas Partners VII, L.P., By: /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member | 05/02/2007 | |
| Natural Gas Partners VIII, L.P., By: /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member | 05/02/2007 | |
| NGP Income Management, L.L.C., By: /s/ Tony R. Weber, Tony R. Weber, President | 05/02/2007 | |
| NGP-VII Income Co-Investment Opportunities, L.P., By: /s/ Tony R. Weber, Tony R. Weber, President | 05/02/2007 | |
| 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 | 05/02/2007 | |
| NGP Co-Investment Capital Corp., By: /s/ Tony R. Weber, Tony R. Weber, President | 05/02/2007 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||