-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L6XJjlOHmj9IHVzi07tBNA+qDQhJGdtNedWoD9i4Mo28SSqEZmxyvTiDyDNdzMom gaNBTeQC2tITMkJMI7nENg== 0001140361-08-021857.txt : 20080924 0001140361-08-021857.hdr.sgml : 20080924 20080924164846 ACCESSION NUMBER: 0001140361-08-021857 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080922 FILED AS OF DATE: 20080924 DATE AS OF CHANGE: 20080924 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vanguard Natural Resources, LLC CENTRAL INDEX KEY: 0001384072 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7700 SAN FELIPE STREET 2: SUITE 485 CITY: HOUSTON STATE: TX ZIP: 77063 BUSINESS PHONE: 832-327-2259 MAIL ADDRESS: STREET 1: 7700 SAN FELIPE STREET 2: SUITE 485 CITY: HOUSTON STATE: TX ZIP: 77063 FORMER COMPANY: FORMER CONFORMED NAME: Vanguard Natural Resrouces LLC DATE OF NAME CHANGE: 20061219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33756 FILM NUMBER: 081086856 BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 4 1 doc1.xml FORM 4 X0303 4 2008-09-22 1 0001384072 Vanguard Natural Resources, LLC VNR 0000806085 LEHMAN BROTHERS HOLDINGS INC 745 SEVENTH AVENUE NEW YORK NY 10019 0 0 1 0 Common Units 2008-09-22 4 S 0 12100 13.7189 D 1192700 I See Footnote This transaction was executed in multiple trades at prices ranging from $13.30 to $14.09. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer full information regarding the number of common units sold at each price within the range. By indirect subsidiaries of the Reporting Persons: 1,165,000 units held by Lehman Brothers MLP Opportunity Fund L.P. and 27,700 units held by Lehman Brothers MLP Partners, L.P. Lehman Brothers MLP Partners, L.P. was the seller of the common units in the transaction reported herein. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. See Exhibit 24.1, 24.2 and 24.3 for Powers of Attorney. See Exhibit 99.1 for Joint Filer Information. /s/ Gwen J. Zeisler, Vice President 2008-09-24 EX-24.1 2 poa1.htm POWER OF ATTORNEY

 

EXHIBIT 24.1

                

POWER OF ATTORNEY

 

Know by all these presents, that the undersigned hereby constitutes and appoints each of Karen B. Corrigan, James J. Killerlane III, Andrew M.W. Yeung and Gwen J. Zeisler, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

1)

prepare, execute for and on behalf of the undersigned, in the undersigned’s name, place and stead in any and all capacities related to securities held by the undersigned, any and all filings by the undersigned or Lehman Brothers Holdings Inc. (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) (a) pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, as amended, and (b) pursuant to Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, as amended, and with respect to either of the foregoing clauses (a) and (b), any other forms or reports the undersigned or the Company may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities;

 

2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, execute and deliver any such filing as described in paragraph (1) above, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and

 

3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any such filing as described in paragraph (1) above, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 26, 2008.

 

 

LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES L.L.C.

 

 

/s/ Ashvin Rao

 

Name: Ashvin Rao

 

Title: Vice President

 

 

 

 

 

 

 

 

 

 

 

 

EX-24.2 3 poa2.htm POWER OF ATTORNEY

EXHIBIT 24.2

                

POWER OF ATTORNEY

 

Know by all these presents, that the undersigned hereby constitutes and appoints each of Karen B. Corrigan, James J. Killerlane III, Andrew M.W. Yeung and Gwen J. Zeisler, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

1)

prepare, execute for and on behalf of the undersigned, in the undersigned’s name, place and stead in any and all capacities related to securities held by the undersigned, any and all filings by the undersigned or Lehman Brothers Holdings Inc. (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) (a) pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, as amended, and (b) pursuant to Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, as amended, and with respect to either of the foregoing clauses (a) and (b), any other forms or reports the undersigned or the Company may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities;

 

2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, execute and deliver any such filing as described in paragraph (1) above, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and

 

3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any such filing as described in paragraph (1) above, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 26, 2008.

 

 

LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES L.P.

 

 

/s/ Ashvin Rao

 

Name: Ashvin Rao

 

Title: Vice President

 

 

 

 

 

 

 

 

 

 

 

 

EX-24.3 4 poa3.htm POWER OF ATTORNEY

 

EXHIBIT 24.3

                

POWER OF ATTORNEY

 

Know by all these presents, that the undersigned hereby constitutes and appoints each of Karen B. Corrigan, James J. Killerlane III, Andrew M.W. Yeung and Gwen J. Zeisler, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

1)

prepare, execute for and on behalf of the undersigned, in the undersigned’s name, place and stead in any and all capacities related to securities held by the undersigned, any and all filings by the undersigned or Lehman Brothers Holdings Inc. (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) (a) pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, as amended, and (b) pursuant to Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, as amended, and with respect to either of the foregoing clauses (a) and (b), any other forms or reports the undersigned or the Company may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities;

 

2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, execute and deliver any such filing as described in paragraph (1) above, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and

 

3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any such filing as described in paragraph (1) above, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 26, 2008.

 

 

LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P.

 

 

/s/ Ashvin Rao

 

Name: Ashvin Rao

 

Title: Vice President

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.1 5 misc1.htm MISCELLANEOUS EXHIBITS

EXHIBIT 99.1

 

JOINT FILER INFORMATION

Title of Non-Derivative Securities: Common Units

Issuer & Ticker Symbol: Vanguard Natural Resources, LLC (VNR)

Date of event requiring statement: September 22, 2008

 

x Check this box if no longer subject to Section 16.

 

Designated Filer:

Lehman Brothers Holdings Inc.

745 Seventh Avenue

New York, NY 10019

 

Other Joint Filer Information:

Lehman Brothers MLP Opportunity Associates L.L.C., a Delaware limited liability company, a direct subsidiary of the Reporting Person and general partner of Lehman Brothers Opportunity MLP Associates L.P.

399 Park Avenue

New York, NY 10022

 

Relationship of Joint Filer to Issuer: 10% Owner

Ownership Form: Indirect

 

Lehman Brothers MLP Opportunity Associates L.P., a Delaware limited partnership, and general partner of Lehman Brothers MLP Opportunity Fund L.P.

399 Park Avenue

New York, NY 10022

 

Relationship of Joint Filer to Issuer: 10% Owner

Ownership Form: Indirect

 

Lehman Brothers MLP Opportunity Fund L.P., a Delaware limited partnership

399 Park Avenue

New York, NY 10022

 

Relationship of Joint Filer to Issuer: 10% Owner

Ownership Form: Direct (See Footnote (2) of the Form 4)

 

Signature of Joint Filers:

 

LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES L.L.C.

 

By:

/s/ Gwen J. Zeisler

 

Name: Gwen J. Zeisler

Title: Attorney-in-fact

 

 

LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES L.P.

 

By:

/s/ Gwen J. Zeisler

 

Name: Gwen J. Zeisler

Title: Attorney-in-fact

 

 

LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P.

 

By:

/s/ Gwen J. Zeisler

 

Name: Gwen J. Zeisler

Title: Attorney-in-fact

 

 

 

Date: September 24, 2008

 

 

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