FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 04/30/2007 |
3. Issuer Name and Ticker or Trading Symbol
EAGLE ROCK ENERGY PARTNERS L P [ EROC ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Units representing limited partner interests | 3,541,331(1) | D(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. NGP Income Management, L.L.C. ("NGP Income Management") serves as the general partner of both NGP-VII Income Co-Investment Opportunities, L.P. ("NGP-VII Income Co-Investment") and NGP 2004 Co-Investment Income, L.P. ("NGP 2004"). NGP-VII Income Co-Investment owns 100% of NGP Co-Investment Income Capital Corp. ("NGP Capital Corp."). NGP 2004 owns 3,433,674 common units. NGP Capital Corp. owns 107,657 common units. NGP Income Management may be deemed to beneficially own all the securities owned by NGP 2004 and NGP Capital Corp. |
2. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. |
NGP Income Management, L.L.C., /s/ Tony R. Weber, Tony R. Weber, President | 05/02/2007 | |
NGP-VII Income Co-Investment Opportunities, L.P., By its general partner, NGP Income Management, L.L.C., /s/ Tony R. Weber, Tony R. Weber, President | 05/02/2007 | |
NGP Co-Investment Income Capital Corp., /s/ Tony R. Weber, Tony R. Weber, President | 05/02/2007 | |
NGP 2004 Co-Investment Income, L.P., By its general partner, NGP Income Management, L.L.C., /s/ Tony R. Weber, Tony R. Weber, President | 05/02/2007 | |
** 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 5 (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. |