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^*

Bucher Alex A

(Last)

(First)

(Middle)

EAGLE ROCK ENERGY PARTNERS, L.P.

14950 HEATHROW FOREST PARKWAY, SUITE 111

(Street)

HOUSTON

77032

(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)
	President, CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2006

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	10/27/2006		J⁽¹⁾		5,200	A	$19	5,200	D⁽²⁾
Common Units representing limited partner interests	10/27/2006		J⁽³⁾		12,094	A	$19	12,094	I⁽³⁾	See note (3)

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	⁽⁴⁾	10/27/2006		J⁽³⁾		72,338		⁽⁴⁾	⁽⁴⁾	Common Units	72,338	⁽⁴⁾	72,338	I⁽³⁾	See note (3)

Explanation of Responses:

1. The reporting person has agreed to purchase the securities reported herein through the Directed Unit Program that is being conducted in connection with the Issuer's public offering.

2. Includes 100 common units owned by the reporting person as custodian for a minor child.

3. On October 27, 2006, in connection with the Issuer's initial public offering of common units representing limited partner interests, Eagle Rock Holdings, L.P. ("Holdings") contributed assets to the Issuer and received 3,459,236 common units and 20,691,495 subordinated units. The reporting person owns 0.35% of Holdings, and thus indirectly owns 12,094 common units and 72,338 subordinated units through his ownership in Holdings. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

4. Each subordinated unit will convert into one common unit at the end of the subordination period, which will end if the Issuer has earned and paid at least $1.45 on each outstanding unit for any three consecutive, non-overlapping four-quarter periods ending on or after September 30, 2011, but may end as soon as September 30, 2009, if the Issuer meets additional financial tests as described in the partnership agreement. The subordinated units have no expiration date.

	/s/ Alex A. Bucher	10/27/2006
	** 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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