-----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, E/agmvhVMBmVsvp3aaLnqHz/7RHqUVRENCbBc+4bKEwI4qaEWicsaShKe+g2XKhZ qZHFJdyCnoBXPdk9+Lzkvw== 0000950123-10-115000.txt : 20101220 0000950123-10-115000.hdr.sgml : 20101220 20101220155716 ACCESSION NUMBER: 0000950123-10-115000 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101220 DATE AS OF CHANGE: 20101220 GROUP MEMBERS: RCH ENERGY MLP FUND GP, L.P. GROUP MEMBERS: RCH ENERGY MLP FUND, L.P. GROUP MEMBERS: RCH ENERGY MLP FUND-A, L.P. GROUP MEMBERS: RCH ENERGY OPPORTUNITY FUND I GP, L.P. GROUP MEMBERS: RCH ENERGY OPPORTUNITY FUND I, L.P. GROUP MEMBERS: RCH ENERGY OPPORTUNITY FUND II GP, L.P. GROUP MEMBERS: RCH ENERGY OPPORTUNITY FUND II, L.P. GROUP MEMBERS: ROBERT J. RAYMOND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE ROCK ENERGY PARTNERS L P CENTRAL INDEX KEY: 0001364541 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 680629883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82185 FILM NUMBER: 101263003 BUSINESS ADDRESS: STREET 1: THE WEDGE TOWER STREET 2: 1415 LOUISIANA STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-408-1200 MAIL ADDRESS: STREET 1: P.O. BOX 2968 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: Eagle Rock Energy Partners, L.P. DATE OF NAME CHANGE: 20060531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RR Advisors, LLC CENTRAL INDEX KEY: 0001322613 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVENUE, SUITE 700 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 661-8112 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE, SUITE 700 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 d78460sc13g.htm SC 13G sc13g

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Eagle Rock Energy Partners, L.P.
(Name of Issuer)
Common Units Representing Limited Partner Interests, No Par Value
(Title of Class of Securities)
26985R 10 4
(CUSIP Number)
July 15, 2010
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     þ Rule 13d-1(b)

     o Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


 

                     
CUSIP No.
 
26985R 10 4 
 

 

           
1   NAME OF REPORTING PERSON: Robert J. Raymond

I.R.S. Identification Number of Above Person (entities only): Not Applicable
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER(1)
BENEFICIALLY    
OWNED BY   5,806,580
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER(1)
     
    5,806,580
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
   
  5,806,580
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2)
   
  6.7%
     
12   TYPE OF REPORTING PERSON
   
  IN
(1) The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) Based on 84,605,299 common units outstanding as of November 1, 2010, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2010, and assuming the exercise of 1,512,284 warrants to purchase common units held by such reporting person, but without giving effect to the exercise of any warrants held by others.

Page 2


 

                     
CUSIP No.
 
26985R 10 4 
 

 

           
1   NAME OF REPORTING PERSON: RR Advisors, LLC

I.R.S. Identification Number of Above Person (entities only): 20-0859581
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER(1)
BENEFICIALLY    
OWNED BY   5,806,580
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER(1)
     
    5,806,580
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
   
  5,806,580
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2)
   
  6.7%
     
12   TYPE OF REPORTING PERSON
   
  IA
(1) The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) Based on 84,605,299 common units outstanding as of November 1, 2010, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2010, and assuming the exercise of 1,512,284 warrants to purchase common units held by such reporting person, but without giving effect to the exercise of any warrants held by others.

Page 3


 

                     
CUSIP No.
 
26985R 10 4 
 

 

           
1   NAME OF REPORTING PERSON: RCH Energy MLP Fund GP, L.P.

I.R.S. Identification Number of Above Person (entities only): 20-1049470
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER(1)
BENEFICIALLY    
OWNED BY   3,644,547
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER(1)
     
    3,644,547
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
   
  3,644,547
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2)
   
  4.3%
     
12   TYPE OF REPORTING PERSON
   
  PN
(1) The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) Based on 84,605,299 common units outstanding as of November 1, 2010, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2010, and assuming the exercise of 755,615 warrants to purchase common units held by such reporting person, but without giving effect to the exercise of any warrants held by others.

Page 4


 

                     
CUSIP No.
 
26985R 10 4 
 

 

           
1   NAME OF REPORTING PERSON: RCH Energy MLP Fund, L.P.

I.R.S. Identification Number of Above Person (entities only): 20-1049626
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER(1)
BENEFICIALLY    
OWNED BY   3,619,082
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER(1)
     
    3,619,082
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
   
  3,619,082
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2)
   
  4.2%
     
12   TYPE OF REPORTING PERSON
   
  PN
(1) The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) Based on 84,605,299 common units outstanding as of November 1, 2010, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2010, and assuming the exercise of 750,490 warrants to purchase common units held by such reporting person, but without giving effect to the exercise of any warrants held by others.

Page 5


 

                     
CUSIP No.
 
26985R 10 4 
 

 

           
1   NAME OF REPORTING PERSON: RCH Energy MLP Fund-A, L.P.

I.R.S. Identification Number of Above Person (entities only): 20-1049795
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER(1)
BENEFICIALLY    
OWNED BY   25,465
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER(1)
     
    25,465
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
   
  25,465
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2)
   
  0.0%
     
12   TYPE OF REPORTING PERSON
   
  PN
(1) The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) Based on 84,605,299 common units outstanding as of November 1, 2010, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2010, and assuming the exercise of 5,125 warrants to purchase common units held by such reporting person, but without giving effect to the exercise of any warrants held by others.

Page 6


 

                     
CUSIP No.
 
26985R 10 4 
 

 

           
1   NAME OF REPORTING PERSON: RCH Energy Opportunity Fund I GP, L.P.

I.R.S. Identification Number of Above Person (entities only): 20-3661151
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER(1)
BENEFICIALLY    
OWNED BY   1,268,539
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER(1)
     
    1,268,539
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
   
  1,268,539
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2)
   
  1.5%
     
12   TYPE OF REPORTING PERSON
   
  PN
(1) The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) Based on 84,605,299 common units outstanding as of November 1, 2010, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2010, and assuming the exercise of 275,100 warrants to purchase common units held by such reporting person, but without giving effect to the exercise of any warrants held by others.

Page 7


 

                     
CUSIP No.
 
26985R 10 4 
 

 

           
1   NAME OF REPORTING PERSON: RCH Energy Opportunity Fund I, L.P.

I.R.S. Identification Number of Above Person (entities only): 20-3661208
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER(1)
BENEFICIALLY    
OWNED BY   1,268,539
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER(1)
     
    1,268,539
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
   
  1,268,539
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2)
   
  1.5%
     
12   TYPE OF REPORTING PERSON
   
  PN
(1) The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) Based on 84,605,299 common units outstanding as of November 1, 2010, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2010, and assuming the exercise of 275,100 warrants to purchase common units held by such reporting person, but without giving effect to the exercise of any warrants held by others.

Page 8


 

                     
CUSIP No.
 
26985R 10 4 
 

 

           
1   NAME OF REPORTING PERSON: RCH Energy Opportunity Fund II GP, L.P.

I.R.S. Identification Number of Above Person (entities only): 20-8730597
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER(1)
BENEFICIALLY    
OWNED BY   435,940
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER(1)
     
    435,940
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
   
  435,940
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2)
   
  0.5%
     
12   TYPE OF REPORTING PERSON
   
  PN
(1) The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) Based on 84,605,299 common units outstanding as of November 1, 2010, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2010, and assuming the exercise of 383,140 warrants to purchase common units held by such reporting person, but without giving effect to the exercise of any warrants held by others.

Page 9


 

                     
CUSIP No.
 
26985R 10 4 
 

 

           
1   NAME OF REPORTING PERSON: RCH Energy Opportunity Fund II, L.P.

I.R.S. Identification Number of Above Person (entities only): 20-8730720
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER(1)
BENEFICIALLY    
OWNED BY   435,940
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER(1)
     
    435,940
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
   
  435,940
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2)
   
  0.5%
     
12   TYPE OF REPORTING PERSON
   
  PN
(1) The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) Based on 84,605,299 common units outstanding as of November 1, 2010, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2010, and assuming the exercise of 383,140 warrants to purchase common units held by such reporting person, but without giving effect to the exercise of any warrants held by others.

Page 10


 

     
Item 1(a).
  Name of Issuer.
 
   
 
  Eagle Rock Energy Partners, L.P.
 
   
Item 1(b).
  Address of Issuer’s Principal Executive Offices.
 
   
 
  1415 Louisiana Street, Suite 2700
 
  Houston, Texas 77002
 
   
Item 2(a).
  Names of Persons Filing.
 
   
 
  Robert J. Raymond
 
  RR Advisors, LLC
 
  RCH Energy MLP Fund GP, L.P.
 
  RCH Energy MLP Fund, L.P.
 
  RCH Energy MLP Fund-A, L.P.
 
  RCH Energy Opportunity Fund I GP, L.P.
 
  RCH Energy Opportunity Fund I, L.P.
 
  RCH Energy Opportunity Fund II GP, L.P.
 
  RCH Energy Opportunity Fund II, L.P.
 
   
Item 2(b).
  Address or Principal Business Office or, if none, Residence.
 
   
 
  Principal business office for all reporting persons:
 
   
 
  3953 Maple Avenue, Suite 180
 
  Dallas, Texas 75219
 
   
Item 2(c).
  Citizenship.
 
   
 
  Robert J. Raymond is a citizen of the United States.
 
   
 
  RR Advisors, LLC is a Delaware limited liability company.
 
   
 
  Each of RCH Energy MLP Fund GP, L.P., RCH Energy MLP Fund, L.P., RCH Energy MLP Fund-A, L.P., RCH Energy Opportunity Fund I GP, L.P., RCH Energy Opportunity Fund I, L.P., RCH Energy Opportunity Fund II GP, L.P. and RCH Energy Opportunity Fund II, L.P. is a Delaware limited partnership.
 
   
Item 2(d).
  Title of Class of Securities.
 
   
 
  Common Units Representing Limited Partner Interests
 
   
Item 2(e).
  CUSIP Number.
 
   
 
  26985R 10 4
 
   
Item 3.
  If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
             
 
  (a)   o   Broker or dealer registered under section 15 of the Act;
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act;
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act;
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940;
 
  (e)   þ   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

Page 11


 

             
 
  (f)   o   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
  (g)   o   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
  (j)   o   A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
  (k)   o   Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
     
Item 4.
  Ownership.
 
   
 
  With respect to the disclosure set forth in this Item 4, each reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person. The percent of class provided for each reporting person below is based on 84,605,299 common units outstanding as of November 1, 2010, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2010, and assuming the exercise of the number of warrants to purchase common units held by such reporting person, but without giving effect to the exercise of any warrants held by others.
  1.   Robert J. Raymond
  a.   Amount beneficially owned: 5,806,580 (including 4,294,296 common units and 1,512,284 warrants to purchase common units)
 
  b.   Percent of class: 6.7%
 
  c.   Number of units as to which the person has:
  i.   Sole power to vote or to direct the vote: 0
 
  ii.   Shared power to vote or to direct the vote: 5,806,580
 
  iii.   Sole power to dispose or to direct the disposition of: 0
 
  iv.   Shared power to dispose or to direct the disposition of: 5,806,580
  2.   RR Advisors, LLC
  a.   Amount beneficially owned: 5,806,580 (including 4,294,296 common units and 1,512,284 warrants to purchase common units)
 
  b.   Percent of class: 6.7%
 
  c.   Number of units as to which the person has:
  i.   Sole power to vote or to direct the vote: 0
 
  ii.   Shared power to vote or to direct the vote: 5,806,580
 
  iii.   Sole power to dispose or to direct the disposition of: 0
 
  iv.   Shared power to dispose or to direct the disposition of: 5,806,580

Page 12


 

  3.   RCH Energy MLP Fund GP, L.P.
  a.   Amount beneficially owned: 3,644,547 (including 2,888,932 common units and 755,615 warrants to purchase common units)
 
  b.   Percent of class: 4.3%
 
  c.   Number of units as to which the person has:
  i.   Sole power to vote or to direct the vote: 0
 
  ii.   Shared power to vote or to direct the vote: 3,644,547
 
  iii.   Sole power to dispose or to direct the disposition of: 0
 
  iv.   Shared power to dispose or to direct the disposition of: 3,644,547
  4.   RCH Energy MLP Fund, L.P.
  a.   Amount beneficially owned: 3,619,082 (including 2,868,592 common units and 750,490 warrants to purchase common units)
 
  b.   Percent of class: 4.2%
 
  c.   Number of units as to which the person has:
  i.   Sole power to vote or to direct the vote: 0
 
  ii.   Shared power to vote or to direct the vote: 3,619,082
 
  iii.   Sole power to dispose or to direct the disposition of: 0
 
  iv.   Shared power to dispose or to direct the disposition of: 3,619,082
  5.   RCH Energy MLP Fund-A, L.P.
  a.   Amount beneficially owned: 25,465 (including 20,340 common units and 5,125 warrants to purchase common units)
 
  b.   Percent of class: 0.0%
 
  c.   Number of units as to which the person has:
  i.   Sole power to vote or to direct the vote: 0
 
  ii.   Shared power to vote or to direct the vote: 25,465
 
  iii.   Sole power to dispose or to direct the disposition of: 0
 
  iv.   Shared power to dispose or to direct the disposition of: 25,465
  6.   RCH Energy Opportunity Fund I GP, L.P.
  a.   Amount beneficially owned: 1,268,539 (including 993,439 common units and 275,100 warrants to purchase common units)

Page 13


 

  b.   Percent of class: 1.5%
 
  c.   Number of units as to which the person has:
  i.   Sole power to vote or to direct the vote: 0
 
  ii.   Shared power to vote or to direct the vote: 1,268,539
 
  iii.   Sole power to dispose or to direct the disposition of: 0
 
  iv.   Shared power to dispose or to direct the disposition of: 1,268,539
  7.   RCH Energy Opportunity Fund I, L.P.
  a.   Amount beneficially owned: 1,268,539 (including 993,439 common units and 275,100 warrants to purchase common units)
 
  b.   Percent of class: 1.5%
 
  c.   Number of units as to which the person has:
  i.   Sole power to vote or to direct the vote: 0
 
  ii.   Shared power to vote or to direct the vote: 1,268,539
 
  iii.   Sole power to dispose or to direct the disposition of: 0
 
  iv.   Shared power to dispose or to direct the disposition of: 1,268,539
  8.   RCH Energy Opportunity Fund II GP, L.P.
  a.   Amount beneficially owned: 435,940 (including 52,800 common units and 383,140 warrants to purchase common units)
 
  b.   Percent of class: 0.5%
 
  c.   Number of units as to which the person has:
  i.   Sole power to vote or to direct the vote: 0
 
  ii.   Shared power to vote or to direct the vote: 435,940
 
  iii.   Sole power to dispose or to direct the disposition of: 0
 
  iv.   Shared power to dispose or to direct the disposition of: 435,940
  9.   RCH Energy Opportunity Fund II, L.P.
  a.   Amount beneficially owned: 435,940 (including 52,800 common units and 383,140 warrants to purchase common units)
 
  b.   Percent of class: 0.5%
 
  c.   Number of units as to which the person has:

Page 14


 

  i.   Sole power to vote or to direct the vote: 0
 
  ii.   Shared power to vote or to direct the vote: 435,940
 
  iii.   Sole power to dispose or to direct the disposition of: 0
 
  iv.   Shared power to dispose or to direct the disposition of: 435,940
     
Item 5.
  Ownership of Five Percent or Less of a Class.
 
   
 
  Not Applicable.
 
   
Item 6.
  Ownership of More than Five Percent on Behalf of Another Person.
 
   
 
  Limited partners of RCH Energy MLP Fund GP, L.P., RCH Energy MLP Fund, L.P., RCH Energy MLP Fund-A, L.P., RCH Energy Opportunity Fund I GP, L.P., RCH Energy Opportunity Fund I, L.P., RCH Energy Opportunity Fund II GP, L.P. and RCH Energy Opportunity Fund II, L.P. indirectly participate in the receipt of dividends from, and proceeds from the sale of, the common units. In addition, RR Advisors, LLC serves as investment adviser for certain separately managed accounts, and the holders of the securities in such accounts participate in the receipt of dividends from, and proceeds from the sale of, the common units held therein.
 
   
Item 7.
  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
   
 
  Not Applicable.
 
   
Item 8.
  Identification and Classification of Members of the Group.
 
   
 
  Not applicable.
 
   
Item 9.
  Notice of Dissolution of Group.
 
   
 
  Not Applicable.
 
   
Item 10.
  Certifications.
 
   
 
  By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 15


 

SIGNATURE
     After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.
         
     
Dated: December 17, 2010  /s/ Robert J. Raymond    
  Robert J. Raymond   
     
 
  RR ADVISORS, LLC
 
 
  By:   /s/ Robert J. Raymond    
    Name:   Robert J. Raymond   
    Title:   Sole Member   
 
         
  RCH ENERGY MLP FUND GP, L.P.

By: RR Advisors, LLC, its General Partner
 
 
  By:   /s/ Robert J. Raymond    
    Name:   Robert J. Raymond   
    Title:   Sole Member   
 
         
  RCH ENERGY MLP FUND, L.P.

By: RCH Energy MLP Fund GP, L.P., its General Partner

By: RR Advisors, LLC, its General Partner
 
 
  By:   /s/ Robert J. Raymond    
    Name:   Robert J. Raymond   
    Title:   Sole Member   
 
         
  RCH ENERGY MLP FUND-A, L.P.

By: RCH Energy MLP Fund GP, L.P., its General Partner

By: RR Advisors, LLC, its General Partner
 
 
  By:   /s/ Robert J. Raymond    
    Name:   Robert J. Raymond   
    Title:   Sole Member   
 
[Signature Page — Schedule 13G]

 


 

         
  RCH ENERGY OPPORTUNITY FUND I GP, L.P.

By: RR Advisors, LLC, its General Partner
 
 
  By:   /s/ Robert J. Raymond    
    Name:   Robert J. Raymond   
    Title:   Sole Member   
 
         
  RCH ENERGY OPPORTUNITY FUND I, L.P.

By: RCH Energy Opportunity Fund I GP, L.P., its General Partner

By: RR Advisors, LLC, its General Partner
 
 
  By:   /s/ Robert J. Raymond    
    Name:   Robert J. Raymond   
    Title:   Sole Member   
 
         
  RCH ENERGY OPPORTUNITY FUND II GP, L.P.

By: RR Advisors, LLC, its General Partner
 
 
  By:   /s/ Robert J. Raymond    
    Name:   Robert J. Raymond   
    Title:   Sole Member   
 
         
  RCH ENERGY OPPORTUNITY FUND II, L.P.

By: RCH Energy Opportunity Fund II GP, L.P., its General Partner

By: RR Advisors, LLC, its General Partner
 
 
  By:   /s/ Robert J. Raymond    
    Name:   Robert J. Raymond   
    Title:   Sole Member   
 
[Signature Page — Schedule 13G]

 

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