SEC FORM 4

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

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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^*

HERSH KENNETH A

(Last)

(First)

(Middle)

C/O NATURAL GAS PARTNERS LP

125 E. JOHN CARPENTER FREEWAY, SUITE 600

(Street)

IRVING

75062

(City)

(State)

(Zip)

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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2008

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

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 limited partner interests	11/24/2008		P		24,448⁽¹⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	A	$7.39⁽¹⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	12,279,568	D⁽¹⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Units representing limited partner interests	11/24/2008		P		10,478⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	A	$7.39⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	12,290,046	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Units representing limited partner interests	11/25/2008		P		14,000⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	A	$7.657⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	12,304,046	D⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Units representing limited partner interests	11/25/2008		P		6,000⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	A	$7.657⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	12,310,046	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

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)

Explanation of Responses:

1. Represents the purchase of 24,448 units by Eagle Rock Holdings, L.P. ("Holdings"), pursuant to and intended to comply with Rule 10b-18 under the Securities Exchange Act of 1934 at per unit prices ranging from $7.81 to $6.17, resulting in a weighted average purchase price per unit of $7.390. Holdings has provided to the issuer and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of units purchased at each price within the range.

2. Represents the purchase of 10,478 units by Montierra Minerals & Production, L.P. ("Montierra"), pursuant to and intended to comply with Rule 10b-18 under the Securities Exchange Act of 1934 at per unit prices ranging from $7.81 to $6.17, resulting in a weighted average purchase price per unit of $7.390. Montierra has provided to the issuer and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of units purchased at each price within the range.

3. Represents the purchase of 14,000 units by Holdings, pursuant to and intended to comply with Rule 10b-18 under the Securities Exchange Act of 1934 at per unit prices ranging from $8.50 to $7.15, resulting in a weighted average purchase price per unit of $7.657. Holdings has provided to the issuer and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of units purchased at each price within the range.

4. Represents the purchase of 6,000 units by Montierra, pursuant to and intended to comply with Rule 10b-18 under the Securities Exchange Act of 1934 at per unit prices ranging from $8.50 to $7.15, resulting in a weighted average purchase price per unit of $7.657. Montierra has provided to the issuer and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of units purchased at each price within the range.

5. Natural Gas Partners VII, L.P. ("NGP VII") and Natural Gas Partners VIII, L.P. ("NGP VIII") collectively own 79.83% of Eagle Rock Holdings, L.P. including LP and GP interests and a 96.169% LP interest in Montierra. NGP VII also owns a 97.561% interest in Montierra Management LLC ("Montierra Management"), which serves as the general partner of Montierra.

6. NGP VII owns 100% of NGP Income Management, L.L.C. which serves as the general partner of both NGP-VII Income Co-Investment Opportunities, L.P. ("NGP-VII Income Co-Investment") and NGP 2004 Co-Investment Income, L.P. ("NGP 2004"). NGP-VII Income Co-Investment owns 100% of NGP Co-Investment Income Capital Corp. ("NGP Capital Corp."). NGP VII may be deemed to beneficially own all of the reported securities of NGP 2004 and NGP Capital Corp.

7. Kenneth A. Hersh may be deemed to share dispositive power over the units held by NGP VII, thus, he may also be deemed to be the beneficial owner of these units. This report is filed in connection with the Form 4 filed today by Holdings, the general partner of Holdings, Montierra, the general partner of Montierra, NGP VII, NGP VIII, NGP 2004, NGP Capital Corp., NGP Income Management L.L.C. and NGP-VII Income Co-Investment.

8. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Christopher Ray, Attorney in Fact	11/26/2008
	** 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).
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