| 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
EAGLE ROCK ENERGY PARTNERS L P [ EROC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/10/2008 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Units | 01/10/2008 | S | 2,400 | D | $17.93 | 7,500,949 | I | See Footnote(1) | ||
| Common Units | 01/10/2008 | S | 300 | D | $17.935 | 7,500,649 | I | See Footnote(2) | ||
| Common Units | 01/10/2008 | S | 100 | D | $17.9375 | 7,500,549 | I | See Footnote(3) | ||
| Common Units | 01/10/2008 | S | 3,351 | D | $17.94 | 7,497,198 | I | See Footnote(4) | ||
| Common Units | 01/10/2008 | S | 100 | D | $17.945 | 7,497,098 | I | See Footnote(5) | ||
| Common Units | 01/10/2008 | S | 1,436 | D | $17.95 | 7,495,662 | I | See Footnote(6) | ||
| Common Units | 01/10/2008 | S | 400 | D | $17.9575 | 7,495,262 | I | See Footnote(7) | ||
| Common Units | 01/10/2008 | S | 1,300 | D | $17.96 | 7,493,962 | I | See Footnote(8) | ||
| Common Units | 01/10/2008 | S | 500 | D | $17.965 | 7,493,462 | I | See Footnote(9) | ||
| Common Units | 01/10/2008 | S | 500 | D | $17.97 | 7,492,962 | I | See Footnote(10) | ||
| Common Units | 01/10/2008 | S | 1,700 | D | $17.98 | 7,491,262 | I | See Footnote(11) | ||
| Common Units | 01/10/2008 | S | 200 | D | $17.985 | 7,491,062 | I | See Footnote(12) | ||
| Common Units | 01/10/2008 | S | 3,564 | D | $17.99 | 7,487,498 | I | See Footnote(13) | ||
| Common Units | 01/10/2008 | S | 100 | D | $17.995 | 7,487,398 | I | See Footnote(14) | ||
| Common Units | 01/10/2008 | S | 400 | D | $18 | 7,486,998 | I | See Footnote(15) | ||
| Common Units | 01/10/2008 | S | 100 | D | $18.01 | 7,486,898 | I | See Footnote(16) | ||
| Common Units | 01/10/2008 | S | 100 | D | $18.02 | 7,486,798 | I | See Footnote(17) | ||
| Common Units | 01/10/2008 | S | 600 | D | $18.03 | 7,486,198 | I | See Footnote(18) | ||
| Common Units | 01/10/2008 | S | 100 | D | $18.0375 | 7,486,098 | I | See Footnote(19) | ||
| Common Units | 01/10/2008 | S | 300 | D | $18.05 | 7,485,798 | I | See Footnote(20) | ||
| Common Units | 01/10/2008 | S | 300 | D | $18.06 | 7,485,498 | I | See Footnote(21) | ||
| Common Units | 01/10/2008 | S | 300 | D | $18.07 | 7,485,198 | I | See Footnote(22) | ||
| Common Units | 01/10/2008 | S | 100 | D | $18.0775 | 7,485,098 | I | See Footnote(23) | ||
| Common Units | 01/10/2008 | S | 400 | D | $18.08 | 7,484,698 | I | See Footnote(24) | ||
| Common Units | 01/10/2008 | S | 100 | D | $18.0875 | 7,484,598 | I | See Footnote(25) | ||
| Common Units | 01/10/2008 | S | 400 | D | $18.09 | 7,484,198 | I | See Footnote(26) | ||
| Common Units | 01/10/2008 | S | 200 | D | $18.0925 | 7,483,998 | I | See Footnote(27) | ||
| Common Units | 01/10/2008 | S | 200 | D | $18.095 | 7,483,798 | I | See Footnote(28) | ||
| Common Units | 01/10/2008 | S | 1,200 | D | $18.1 | 7,482,598 | I | See Footnote(29) | ||
| Common Units | 01/10/2008 | S | 600 | D | $18.11 | 7,481,998 | I | See Footnote(30) | ||
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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 | ||||||||
| Explanation of Responses: |
| 1. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,528,897 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 2. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,528,597 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 3. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,528,497 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 4. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,525,146 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 5. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,525,046 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 6. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,523,610 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 7. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,523,210 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 8. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,521,910 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 9. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,521,410 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 10. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,520,910 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 11. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,519,210 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 12. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,519,010 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 13. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,515,446 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 14. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,515,346 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 15. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,514,946 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 16. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,514,846 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 17. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,514,746 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 18. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,514,146 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 19. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,514,046 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 20. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,513,746 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 21. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,513,446 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 22. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,513,146 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 23. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,513,046 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 24. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,512,646 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 25. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,512,546 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 26. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,512,146 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 27. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,511,946 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 28. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,511,746 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 29. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,511,546 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| 30. By direct and indirect, wholly-owned subsidiaries of the Reporting Person: 2,509,946 common units held by Lehman Brothers Inc.; 3,590,859 common units held by Lehman Brothers MLP Opportunity Fund LP; and 1,381,193 common units held by Lehman Brothers MLP Partners, LP |
| Remarks: |
| Because the SEC's electronic filing system does not allow for the disclosure of more than 30 transactions on one Form 4, the Reporting Persons are filing three simultaneous Forms 4 to report their reportable transactions, all of which together shall be deemed a single report filed on this date. This is the second Form 4 of the three filings. JOINT FILER INFORMATION: Title of Derivative Securities: Common Units Issuer & Ticker Symbol: Eagle Rock Energy Partners L P (EROC) Designated Filer: Lehman Brothers Holdings Inc., 745 Seventh Avenue New York, NY 10019 Other Joint Filer Information: Lehman Brothers Inc. 745 Seventh Avenue, New York, NY 10019, a Delaware corporation, a direct wholly-owned subsidiary of the Reporting Person. LB I Group Inc., 399 Park Avenue, New York NY 10022, a Delaware corporation, a direct wholly-owned subsidiary of Lehman Brothers Inc. Lehman Brothers MLP Opportunity Associates LLC, 399 Park Avenue, New York, NY 10022, a Delaware limited liability company, a direct wholly-owned subsidiary of the Reporting Person and general partner of Lehman Brothers MLP Opportunity Associates LP. Lehman Brothers MLP Opportunity Associates LP, 399 Park Avenue, New York, NY 10022, a Delaware limited partnership, and general partner of Lehman Brothers MLP Opportunity Fund LP. Lehman Brothers MLP Opportunity Fund LP, 399 Park Avenue, New York, NY 10022 a Delaware limited partnership. Lehman Brothers MLP Associates, LP, 399 Park Avenue New York, NY 10022, a Delaware limited partnership, wholly-owned by LB I Group Inc. Lehman Brothers MLP Partners, LP, 399 Park Avenue, New York, NY 10022 a Delaware limited partnership, wholly-owned by Lehman Brothers MLP Associates, LP. |
| /s/ Barrett S. DiPaolo | 01/14/2008 | |
| ** 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. | ||