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 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
LEGACY RESERVES LP [ LGCY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 |
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 | ||||||||
Phantom Units | (1) | 03/01/2018 | A | 66,667 | (2) | 02/18/2021 | Units | 66,667 | $0.00(1) | 176,957(3) | D | ||||
Phantom Units | (1) | 03/01/2018 | A | 400,000 | (4)(5) | 02/18/2021 | Units | 400,000 | $0.00(1) | 935,070(6) | D | ||||
Phantom Units | (1) | 03/01/2018 | A | 33,333 | (5) | 02/18/2021 | Units | 33,333 | $0.00(1) | 324,346(7) | D |
Explanation of Responses: |
1. Each phantom unit represents the economic equivalent of a unit representing a limited partner interest in Legacy Reserves LP. |
2. The phantom units reported on this Form 4 are subject to vesting on February 18, 2021 and are payable in units. |
3. Includes the remaining 54,783 phantom units and 55,507 phantom units from the phantom units granted on June 22, 2016 and March 1, 2017, respectively, which are all payable in units. |
4. Represents maximum possible number of phantom units subject to cliff vesting after a three year period ending on February 18, 2021, or 200% of the target amount. The number of phantom units that vest on February 18, 2021 is subject to the achievement of certain objective, performance-based criteria during the three fiscal years prior to the vesting date. If none or only a portion of phantom units vest as a result of specified performance levels not being met, such number of phantom units that fail to vest will be forfeited. |
5. The phantom units reported on this Form 4 are subject to vesting on February 18, 2021 and are payable in cash. |
6. Includes the remaining 313,044 phantom units and 222,026 phantom units from the phantom units granted on June 22, 2016 and March 1, 2017, respectively. |
7. Includes the remaining 180,000 phantom units and 111,013 phantom units from the phantom units granted on June 22, 2016 and March 1, 2017, respectively. |
Remarks: |
Director, Executive Vice President and Chief Development Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP. |
/s/ Kyle A. McGraw | 03/05/2018 | |
** 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. |