0001144204-11-030975.txt : 20110518 0001144204-11-030975.hdr.sgml : 20110518 20110518182056 ACCESSION NUMBER: 0001144204-11-030975 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110101 FILED AS OF DATE: 20110518 DATE AS OF CHANGE: 20110518 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vanguard Natural Resources, LLC CENTRAL INDEX KEY: 0001384072 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 832-327-2259 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: Vanguard Natural Resrouces LLC DATE OF NAME CHANGE: 20061219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Robert Richard A CENTRAL INDEX KEY: 0001012156 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33756 FILM NUMBER: 11855944 MAIL ADDRESS: STREET 1: 7700 SAN FELIPE STREET 2: SUITE 485 CITY: HOUSTON STATE: TX ZIP: 77063 FORMER NAME: FORMER CONFORMED NAME: ROBERT RICHARD ANDRE DATE OF NAME CHANGE: 19960415 4 1 form441560_051811182047-.xml X0303 4 2011-01-01 0 0001384072 Vanguard Natural Resources, LLC VNR 0001012156 Robert Richard A 5847 SAN FELIPE SUITE 3000 HOUSTON TX US 77057 0 1 0 0 Executive VP and CFO Common Units representing LLC interests 2011-05-17 4 P 0 5000 27.49 A 70080 D Common Units representing LLC interests 2011-05-18 4 A 0 25000 0 A 95080 D Phantom Units 2011-01-01 4 A 0 15000 0 A 2014-01-01 Common Units 15000 30000 D Each phantom unit is the equivalent in value to a common unit and gives the holder the right to receive a cash payment equal to the excess, if any, of (a) the market value of a common unit on the applicable determination date, over (b) the market value of a common unit on January 1, 2011. The issuer's common units at January 1, 2011 had a market value of $29.65. The phantom units were granted pursuant to the execution of a Second Amended and Restated Employment Agreement on February 8, 2010 and subject to a Phantom Unit Award Agreement. Each phantom unit is the equivalent in value to a common unit but is subject to a three year vesting period from the effective date of the employment agreement which is January 1, 2010. The vesting is not pro-rata, but a one-time event which shall occur on the three year anniversary or January 1, 2014 so long as the Executive remains continuously employed with the Company during such time. The phantom units are accompanied by dividend equivalent rights, which entitle the executives to receive the value of any dividends made by the Company on its units generally with respect to the number of phantom shares that executive received pursuant to this grant. In the event the executive is terminated for "Cause" (as such term is defined in the Amended Agreement), all phantom units, whether vested or unvested, will be forfeited. The phantom units, once vested, shall be settled upon the earlier to occur of (a) the occurrence of a "Change of Control," (as defined in the LTIP), or (b) the executive's separation from service (as defined in section 409A of the Code). The phantom units, once vested, shall be settled upon the earlier to occur of (a) the occurrence of a "Change of Control," (as defined in the LTIP), or (b) the executive's separation from service (as defined in section 409A of the Code). /s/ Richard Robert 2011-05-18