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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Interest | 06/23/2010 | X(1) | 3,886(1) | A | $2.5(2) | 14,991 | I(6) | See note 6 | ||
Common Units Representing Limited Partner Interest | 06/23/2010 | X(1) | 7,325(1) | A | $2.5(2) | 28,257 | D(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | 06/23/2010 | X | 11,211 | 06/01/2010 | 06/30/2010 | Common Units and Warrants | 11,211 | $2.5 | 0 | D | ||||
Warrants(3) | $6 | 06/23/2010 | X(4) | 3,886(4) | 08/15/2010(5) | 05/15/2012(5) | Common Units | 3,886 | $2.5(2) | 3,886 | I(6) | See note 6 | |||
Warrants(3) | $6 | 06/23/2010 | X(4) | 7,325(4) | 08/15/2010(5) | 05/15/2012(5) | Common Units | 7,325 | $2.5(2) | 7,325 | D(7) |
Explanation of Responses: |
1. Represents common units that will be received, after the close of the rights offering, from the exercise of subscription rights. |
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. |
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. |
6. These securities are held in a trust which the reporting person controls. |
7. Certain of these securities are held in an IRA for the benefit of the reporting person. |
Remarks: |
The reporting person is a director 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 | 06/24/2010 | |
** 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. |