SEC FORM 4/A

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Robert Richard A

(Last)

(First)

(Middle)

7700 SAN FELIPE, SUITE 485

(Street)

HOUSTON

US 77063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vanguard Natural Resources, LLC [ VNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/06/2010

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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units representing LLC units	01/04/2010		M		97,400	A	⁽¹⁾	125,000	D
Common Units	01/04/2010		D		77,920	D	$22.07	47,080	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units	⁽¹⁾	01/01/2009		A		1		12/31/2009	12/31/2009	Common Units	121,459	⁽¹⁾	1	D
Phantom Units	⁽¹⁾	01/04/2010		M			1	01/04/2010	01/04/2010	Common Units	97,400	⁽¹⁾	0	D

Explanation of Responses:

1. The phantom unit is the economic equivalent of 1% of the Company's total outstanding units on January 1, 2009, which was 121,459 units. The phantom unit entitles the reporting person to participate in the appreciation of the price of the Company's common units ("VNR units") to the extent that the December 31, 2009 VNR unit price exceeded 108% of the VNR unit price at January 1, 2009 (which was $5.90). Distributions paid on the VNR units during 2009 are considered in reaching the 108% hurdle rate. The reporting person settled the phantom unit for 19,480 common units and $1,719,661 in cash.

Remarks:

(1) The phantom unit is the economic equivalent of 1% of the Company's total outstanding units on January 1, 2009, which was 121,459 units. The phantom unit entitles the reporting person to participate in the appreciation of the price of the Company's common units ("VNR units") to the extent that the December 31, 2009 VNR unit price exceeded 108% of the VNR unit price at January 1, 2009 (which was $5.90). Distributions paid on the VNR units during 2009 are considered in reaching the 108% hurdle rate. The reporting person settled the phantom unit for 19,480 common units and $1,719,661 in cash.

	/s/ Richard Robert	01/06/2010
	** 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.