As filed with the Securities and Exchange Commission on August 2, 2017

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-210329

UNDER THE SECURITIES ACT OF 1933

VANGUARD NATURAL RESOURCES, LLC
VANGUARD NATURAL RESOURCES, INC.

and Other Registrants*
(Exact Name of Registrant as Specified in Its Charter)

Delaware Delaware	1311		61-1521161 80-0411494
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)
5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255		Scott W. Smith 5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to: Douglas V. Getten Paul Hastings LLP 600 Travis St., Suite 5800 Houston, Texas 77002 (713) 860-7300

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities being offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer x
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐

*TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number	Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
Vanguard Natural Gas, LLC	Kentucky	20-1951004	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
VNR Holdings, LLC	Delaware	38-3756371	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
Vanguard Operating, LLC	Delaware	30-0839331	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
Encore Clear Fork Pipeline LLC	Delaware	20-8542032	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
Eagle Rock Energy Acquisition Co. II, Inc.	Delaware	26-2463364	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
Eagle Rock Upstream Development Company II, Inc.	Delaware	20-1477453	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
Eagle Rock Acquisition Partnership II, L.P.	Delaware	26-2830903	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
Eagle Rock Energy Acquisition Co., Inc.	Delaware	20-0604564	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
Eagle Rock Upstream Development Company, Inc.	Delaware	20-1560113	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
Eagle Rock Acquisition Partnership, L.P.	Delaware	26-1206706	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
Escambia Operating Co. LLC	Delaware	20-4942000	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255
Escambia Asset Co. LLC	Delaware	20-4943869	5847 San Felipe, Suite 3000 Houston, Texas 77057 (832) 327-2255

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 4 relates to the following Registration Statement on Form S-3, originally filed by Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), with the Securities and Exchange Commission:

· Registration Statement No. 333-210329, filed on March 22, 2016, registering the offer and sale by certain selling unitholders from time to time of up to $500,000,000 worth of common units representing limited liability company interests, debt securities, guarantees of debt securities and 7.875% Series A Cumulative Redeemable Perpetual Preferred Units, 7.625% Series B Cumulative Redeemable Perpetual Preferred Units and 7.75% Series C Cumulative Redeemable Perpetual Preferred Units.

On July 18, 2017, an order confirming the Modified Second Amended Joint Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code (the “Plan”) of the Company and certain of its subsidiaries (collectively with the Company, “Vanguard”) was entered by the United States Bankruptcy Court for the Southern District of Texas. On August 1, 2017, Vanguard substantially consummated the Plan and emerged from their Chapter 11 cases. As part of the transactions undertaken pursuant to the Plan, the Company’s equity was cancelled, the Company dissolved and Vanguard Natural Resources, Inc., formerly known as VNR Finance Corp., a wholly owned subsidiary of the Company, became the successor issuer to the Company pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended.

As a result of the completion of the transactions contemplated by the Plan, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration by means of this Post-Effective Amendment No. 4 all of such securities registered but unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Act”), the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 in reliance upon Rule 478 under the Act.

VANGUARD NATURAL RESOURCES, LLC
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

VANGUARD NATURAL GAS, LLC
By:	Vanguard Natural Resources, LLC,
	its sole manager
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:  President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

VNR HOLDINGS, LLC
By:	Vanguard Natural Gas, LLC,
	its sole member
By:	Vanguard Natural Resources, LLC,
	its sole manager
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:  President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

VANGUARD OPERATING, LLC
By:	Vanguard Natural Gas, LLC,
	its sole member
By:	Vanguard Natural Resources, LLC,
	its sole manager
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:  President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

ENCORE CLEAR FORK PIPELINE LLC
By:	Vanguard Operating, LLC,
	its sole manager
By:	Vanguard Natural Gas, LLC,
	its sole member
By:	Vanguard Natural Resources, LLC,
	its sole manager
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:  President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

Eagle Rock Energy Acquisition Co. II, Inc.
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:   Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC.
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:   Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P.
By:	Eagle Rock Upstream Development Company II, Inc.,
	its general partner
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:   Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

Eagle Rock ENERGY Acquisition Co., Inc.
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:   Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

Eagle Rock Upstream Development Company, Inc.
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:   Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

EAGLE ROCK ACQUISITION PARTNERSHIP, L.P.
By:	Eagle Rock Upstream Development Company, Inc.,
	its general partner
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:   Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

Escambia Operating Co. LLC
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:  President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

Escambia ASSET Co. LLC
By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title:  President and Chief Executive Office