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*
Langemeier Jeffrey D

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP & Controller, Corp & Mids
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/17/2010
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 Interest 06/17/2010 X(1) 5,159(1) A $2.5(2) 25,159 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
Warrants(3) $6 06/17/2010 X(4) 5,159(4) 08/15/2010(5) 05/15/2012(5) Common Units 5,159 $2.5(2) 5,159 D
Explanation of Responses:
1. This amendment is being filed to reflect Mr. Langemeier's purchase of an additional 444 common units in respect of the fulfillment of certain over-subscription rights exercised by Mr. Langemeier in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 16, 2010, Mr. Langemeier was informed that he would receive the additional 444 common units.
2. Represents the exercise price of each subscription right which entitled 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. This amendment is being filed to reflect Mr. Langemeier's purchase of an additional 444 warrants in respect of the fulfillment of certain over-subscription rights exercised by Mr. Langemeier in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 16, 2010, Mr. Langemeier was informed that he would receive the additional 444 warrants.
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 started trading on July 9, 2010 and will be freely tradeable until May 15, 2012.
Remarks:
The reporting person is Vice President and Controller, Midstream and Corporate 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 07/16/2010
** 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.