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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Units | (1) | 02/18/2016 | M | 7,157 | (5)(6) | (5)(6) | Units | 7,157 | $ 0 | 341,900 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Brown Cary D 303 W. WALL STREET, SUITE 1800 MIDLAND, TX 79701 |
X | |||
| /s/ Cary D. Brown | 03/07/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each phantom unit represents the economic equivalent of a unit representing a limited partner interest in Legacy Reserves LP. |
| (2) | The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of all the reported units for the purposes of Section 16 or for any other purpose. |
| (3) | Includes Mr. Brown's pecuniary interest in 406,827 units held by DAB Family Properties, Ltd., an entity partially owned by Brown Heirs 2012 Trust, of which Mr. Brown is a beneficiary. |
| (4) | Includes 3,199,738 units held by Cary and Jill Brown Family Partners Ltd. |
| (5) | Phantom units granted prior to March 3, 2014 vest annually in one-third increments on February 18th of each applicable year and are payable in units. Phantom units granted on or after March 3, 2014 vest on February 18th in the third year after grant and are payable in units. |
| (6) | Pursuant to the achievement of certain objective, performance-based criteria, 789 of the phantom units eligible to vest for the year ended December 31, 2015, granted on March 7, 2013, vested, and 9,734 phantom units were forfeited. With respect to the subjective phantom unit grants, 6,368 phantom units (the third tranche of the 2013 subjective phantom unit grant) vested. |
| (7) | Includes 88,500 phantom units and 253,400 phantom units from the phantom units granted on March 7, 2014 and February 24, 2015, respectively. |
| Remarks: Chairman of the Board of Directors of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP. | |