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*
EMG NGL HC LLC

(Last) (First) (Middle)
C/O THE ENERGY & MINERALS GROUP
811 MAIN ST., SUITE 4200

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NGL Energy Partners LP [ NGL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/06/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 06/06/2013 S 2,000,000 D $27.3 3,696,634 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
EMG NGL HC LLC

(Last) (First) (Middle)
C/O THE ENERGY & MINERALS GROUP
811 MAIN ST., SUITE 4200

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGP Midstream & Resources, L.P.

(Last) (First) (Middle)
C/O THE ENERGY & MINERALS GROUP
811 MAIN ST., SUITE 4200

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGP MR, L.P.

(Last) (First) (Middle)
C/O THE ENERGY & MINERALS GROUP
811 MAIN ST., SUITE 4200

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGP MR GP, LLC

(Last) (First) (Middle)
C/O THE ENERGY & MINERALS GROUP
811 MAIN ST., SUITE 4200

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RAYMOND JOHN T

(Last) (First) (Middle)
C/O THE ENERGY & MINERALS GROUP
811 MAIN ST., SUITE 4200

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Calvert John G.

(Last) (First) (Middle)
C/O THE ENERGY & MINERALS GROUP
811 MAIN ST., SUITE 4200

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
Explanation of Responses:
Remarks:
This Form 4 is being filed jointly by EMG NGL HC, LLC ("EMG NGL HC"), NGP Midstream & Resources, L.P. ("EMG Fund I"), NGP MR, LP ("EMG Fund I GP"), NGP MR GP, LLC ("Ultimate GP"), John T. Raymond and John G. Calvert (collectively, the "Reporting Persons"). Pursuant to the Limited Liability Company Agreement of Ultimate GP, dated February 16, 2007, John T. Raymond, as the Chief Executive Officer and Managing Partner, and John G. Calvert, as the Chief Operating Officer and Managing Partner, are the only officers of Ultimate GP, and they may not be removed nor may additional officers be appointed without unanimous consent of the members of Ultimate GP. Ultimate GP is the general partner of EMG Fund I GP. EMG Fund I GP is the general partner of EMG Fund I. EMG Fund I owns a 65% interest in EMG NGL HC. The Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Exchange Act. The filing of this report and the inclusion of information herein shall not be considered an admission that any Reporting Person is in fact a member of such a "group" or that such Reporting Person has any liability or obligation under Section 16(b) of the Exchange Act in connection with any such "group" or that for purposes of Section 16 or any other purpose, such Reporting Person is the beneficial owner of any securities in which such Reporting Person does not have a pecuniary interest.
EMG NGL HC, LLC By: NGP Midstream & Resources, L.P., its Member By: NGP MR, LP, its general partner By: NGP MR GP, LLC, its general partner /s/ John T. Raymond John Chief Executive Officer and Managing Partner 06/07/2013
/s/ John G. Calvert Chief Operating Officer and Managing Partner 06/10/2013
NGP Midstream & Resources, L.P. By: NGP MR, LP, its general partner By: NGP MR GP, LLC, its general partner /s/ John T. Raymond Chief Executive Officer and Managing Partner 06/07/2013
/s/ John G. Calvert Chief Operating Officer and Managing Partner 06/10/2013
NGP MR, L.P. By: NGP MR GP, LLC, its general partner /s/ John T. Raymond Chief Executive Officer and Managing Partner 06/07/2013
/s/ John G. Calvert Chief Operating Officer and Managing Partner 06/10/2013
NGP MR GP, LLC /s/ John T. Raymond Chief Executive Officer and Managing Partner 06/07/2013
/s/ John G. Calvert Chief Operating Officer and Managing Partner 06/10/2013
/s/ John T. Raymond 06/07/2013
/s/ John G. Calvert 06/10/2013
** Signature of Reporting Person Date
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