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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MILLS JOSEPH A (Last) (First) (Middle) EAGLE ROCK ENERGY PARTNERS, L.P. P.O. BOX 2968 (Street) HOUSTON TX 77252 (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 10% Owner X Officer (give title below) Other (specify below) CEO and Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 06/14/2010
	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)
			Code	V	Amount	(A) or (D)	Price
Common Units Representing Limited Partner Interests	06/15/2010		X(1)		60,000(1)	A	$2.5(2)	407,417	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
Subscription Rights	$2.5	06/14/2010		S			37,595	06/01/2010	06/30/2010	Common Units and Warrants	37,595	$3	62,810	D
Subscription Rights	$2.5	06/15/2010		S			2,810	06/01/2010	06/30/2010	Common Units and Warrants	2,810	$3	60,000	D
Subscription Rights	$2.5	06/15/2010		X			60,000	06/01/2010	06/30/2010	Common Units and Warrants	60,000	$0	0	D
Warrants(3)	$6	06/15/2010		X(4)		60,000(4)		08/15/2010(5)	05/15/2012(5)	Common Units	60,000	$2.5(2)	60,000	D

Explanation of Responses:

1. Represents common units that will be received, after the close of the rights offering, from the exercise of subscription rights. Mr. Mills has also elected to exercise the over-subscription privilege associated with his exercised rights and he will receive additional common units to the extent that his over-subscription is filled.

2. Represents the exercise price of each subscription right entitling the holder to acquire, for $2.50 in cash, (i) one common unit and (ii) one warrant to purchase an additional common unit for $6.00 on the dates specified in Footnote 5.

3. Each Warrant entitles the holder to acquire, for $6.00 in cash, one common unit on the dates specified in Footnote 5.

4. Represents warrants that will be received, after the close of the rights offering, from the exercise of subscription rights. Mr. Mills has elected to exercise the over-subscription privilege associated with his exercised rights and he will receive additional warrants to the extent that his over-subscription is filled.

5. Warrants are only exercisable on each of August 15, 2010, November 15, 2010, March 15, 2011, May 15, 2011, August 15, 2011, November 15, 2011, March 15, 2012 and May 15, 2012. The warrants will be freely tradeable starting on or about July 1, 2010 until May 15, 2012.

Remarks:

The reporting person is Chief Executive Officer and Chairman of the Board of Eagle Rock Energy G&P, LLC the general partner of Eagle Rock Energy GP, L.P. the general partner of registrant.

	/s/ Charles C. Boettcher, Attorney-In-Fact	06/16/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.