SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Brothers Production Company, Inc.

(Last) (First) (Middle)
303 W. WALL STREET
SUITE 1600

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2007
3. Issuer Name and Ticker or Trading Symbol
LEGACY RESERVES L P [ LGCY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Units representing limited partner interests 155,522 D
Units representing limited partner interests 3,406,139 I See Footnotes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On March 15, 2006, in connection with the formation transactions of Legacy Reserves LP ("Legacy"), Brothers Production Company, Inc. ("Brothers Production") received 264,306 units in exchange for oil and natural gas properties and related assets. On March 15, 2006, Legacy redeemed 108,784 units of the 264,306 units held by Brother Production, leaving Brothers Production with 155,522 units.
2. Brothers Production indirectly beneficially owns an additional 24,360 units through its interest in MBN Properties LP, which holds 3,162,483 units. This assumes that the 3,162,483 units held by MBN Properties LP will be distributed to the partners of MBN Properties LP, including 24,360 units to Brothers Production.
3. Brothers Production, in its capacity as the general partner of Brothers Production Properties, Ltd., is deemed to beneficially own the 3,381,780 units held by Brothers Production Properties, Ltd.
Steven H. Pruett, as attorney-in-fact for Brothers Production Company, Inc. 01/11/2007
** 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 5 (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.
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