0001104659-15-070488.txt : 20151013
0001104659-15-070488.hdr.sgml : 20151012
20151013215704
ACCESSION NUMBER: 0001104659-15-070488
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151008
FILED AS OF DATE: 20151013
DATE AS OF CHANGE: 20151013
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EAGLE ROCK ENERGY PARTNERS L P
CENTRAL INDEX KEY: 0001364541
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 680629883
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: THE WEDGE TOWER
STREET 2: 1415 LOUISIANA STREET, SUITE 2700
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 281-408-1200
MAIL ADDRESS:
STREET 1: P.O. BOX 2968
CITY: HOUSTON
STATE: TX
ZIP: 77252
FORMER COMPANY:
FORMER CONFORMED NAME: Eagle Rock Energy Partners, L.P.
DATE OF NAME CHANGE: 20060531
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Haines Robert M.
CENTRAL INDEX KEY: 0001609255
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33016
FILM NUMBER: 151157110
MAIL ADDRESS:
STREET 1: 1415 LOUISIANA STREET
STREET 2: SUITE 2700
CITY: HOUSTON
STATE: TX
ZIP: 77002
4
1
a4.xml
4
X0306
4
2015-10-08
1
0001364541
EAGLE ROCK ENERGY PARTNERS L P
EROC
0001609255
Haines Robert M.
EAGLE ROCK ENERGY PARTNERS, L.P.,
P.O. BOX 2968
HOUSTON
TX
77252
0
1
0
0
SVP, CFO and Treasurer
Common Units Representing Limited Partner Interests
2015-10-08
4
A
0
608030
A
651940
D
Common Units Representing Limited Partner Interests
2015-10-08
4
F
0
47188
D
0
D
Common Units Representing Limited Partner Interests
2015-10-08
4
D
0
651940
D
0
D
On October 8, 2015, pursuant to the Agreement and Plan of Merger dated as of May 21, 2015 (the "Merger Agreement"), by and among Eagle Rock Energy Partners, L.P. (the "Partnership"), Eagle Rock Energy GP, L.P., Vanguard Natural Resources, LLC ("Vanguard") and Talon Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership continuing as the surviving entity and as a wholly owned indirect subsidiary of Vanguard. Pursuant to the Merger Agreement, each Partnership common unit issued and outstanding immediately prior to the effective time of the Merger was converted at such time into the right to receive 0.185 Vanguard common units or, in the case of fractional Vanguard common units, cash (without interest and rounded up to the nearest whole cent) in an amount equal to the product of (i) such fractional part of a Vanguard common unit multiplied by
(ii) the average closing price for a Vanguard common unit as reported on the NASDAQ Global Select Market for the ten consecutive full trading days ending at the close of trading on October 7, 2015. On the effective date of the Merger, the closing price of a Vanguard common unit was $9.31.
Pursuant to the Merger Agreement, the vesting of Partnership restricted units (including performance units issued under the Partnership Long-Term Incentive Plan (the "Partnership LTIP")) held at the effective time by an employee that (i) did not receive an offer of employment from Vanguard in connection with the Merger, (ii) received such an offer, but such offer was an unqualified offer (as described in the Merger Agreement) and such employee declined such offer or (iii) was a member of the Partnership's board of directors, was accelerated by the Partnership in accordance with the terms of the Partnership LTIP and the applicable award agreements as if the employee's service relationship was terminated without "cause" or by "involuntary termination," as applicable, on or following a "change of control" (each term as defined in the applicable award agreement) and such Partnership restricted units were converted into Vanguard restricted units equal to the result of
(i) the number of Partnership restricted units subject to such award multiplied by (ii) 0.185, rounded down to the nearest whole Vanguard restricted unit. The number of common units acquired by the reporting person in respect of the Partnership performance units was based on the calculation of the Partnership's satisfaction of the performance conditions set forth in the applicable Partnership performance unit award agreements based on performance through the effective time.
The reporting person elected to surrender Vanguard common units (which had a closing price of $9.31 per unit on the effective date of the Merger) to satisfy tax withholding liabilities that arose in connection with the conversion, vesting and settlement of Partnership performance units pursuant to the Merger (as described further in (3)(4) above) in accordance with Rule 16b-3.
/s/ Robert M. Haines
2015-10-13