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^*

REYNOLDS JOHN T

(Last)

(First)

(Middle)

C/O LIME ROCK MANAGEMENT LP

274 RIVERSIDE AVENUE, 3RD FLOOR

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LRR Energy, L.P. [ LRE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2014

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	05/16/2014		M		320,082	A	⁽¹⁾	584,379	I⁽⁵⁾⁽⁶⁾⁽⁷⁾	See Notes⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common units representing limited partner interests	05/16/2014		M		106,123	A	⁽²⁾	193,750	I⁽⁵⁾⁽⁶⁾⁽⁸⁾	See Notes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Common units representing limited partner interests	05/16/2014		M		1,813,795	A	⁽³⁾	3,311,471	I⁽⁵⁾⁽⁶⁾⁽⁹⁾	See Notes⁽⁵⁾⁽⁶⁾⁽⁹⁾

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)
Subordinated units representing limited partner interests	⁽¹⁾	05/16/2014		M			320,082	⁽¹⁾	⁽⁴⁾	Common units representing limited partner interests	320,082	⁽¹⁾	640,165	I⁽⁵⁾⁽⁶⁾⁽⁷⁾	See Notes⁽⁵⁾⁽⁶⁾⁽⁷⁾
Subordinated units representing limited partner interests	⁽²⁾	05/16/2014		M			106,123	⁽²⁾	⁽⁴⁾	Common units representing limited partner interests	106,123	⁽²⁾	212,245	I⁽⁵⁾⁽⁶⁾⁽⁸⁾	See Notes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Subordinated units representing limited partner interests	⁽³⁾	05/16/2014		M			1,813,795	⁽³⁾	⁽⁴⁾	Common units representing limited partner interests	1,813,795	⁽³⁾	3,627,590	I⁽⁵⁾⁽⁶⁾⁽⁹⁾	See Notes⁽⁵⁾⁽⁶⁾⁽⁹⁾

Explanation of Responses:

1. On May 16, 2014, pursuant to the terms of the First Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") of LRR Energy, L.P. (the "Partnership"), 320,082 subordinated units representing limited partner interests in the Partnership ("Subordinated Units") acquired by Lime Rock Resources A, L.P. ("LRR A") in the Partnership's initial public offering (the "IPO") converted automatically into common units representing limited partnership interests in the Partnership ("Common Units") on a one-for-one basis for no additional consideration.

2. On May 16, 2014, pursuant to the terms of the Partnership Agreement, 106,123 Subordinated Units acquired by Lime Rock Resources B, L.P. ("LRR B") in the IPO converted automatically into Common Units on a one-for-one basis for no additional consideration.

3. On May 16, 2014, pursuant to the terms of the Partnership Agreement, 1,813,795 Subordinated Units acquired by Lime Rock Resources C, L.P. ("LRR C") in the IPO converted automatically into Common Units on a one-for-one basis for no additional consideration.

4. Each Subordinated Unit will convert into one Common Unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (No. 333-174017). The Subordinated Units do not have an expiration date.

5. The Reporting Person is one of two managers of LRR GP, LLC ("LRR GP"), which is the general partner of Lime Rock Resources GP, L.P. ("Lime Rock GP"). Lime Rock GP is the general partner of LRR A, LRR B and LRR C.

6. The Reporting Person, LRR GP and Lime Rock GP may be deemed to share voting and dispositive power over the reported securities. Each of the Reporting Person, LRR GP and Lime Rock GP disclaim beneficial ownership of any interests of the reported securities in excess of such person's or entity's respective pecuniary interest in the securities. This report shall not be deemed an admission that the Reporting Person, LRR GP or Lime Rock GP is the beneficial owner of such interests for purposes of Section 16 or for any other purpose.

7. Units owned by LRR A.

8. Units owned by LRR B.

9. Units owned by LRR C.

Remarks:

The Reporting Person is one of two managers of Lime Rock Management GP, LLC, which is the general partner of Lime Rock Management LP ("LRM"). LRM has the right to appoint all of the directors of the Board of Directors of LRE GP, LLC, the general partner of the Issuer. Therefore, the Reporting Person may be deemed to be a director by deputization.

	/s/ Kris Agarwal, as attorney-in-fact	05/20/2014
	** 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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