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* HERSH KENNETH A (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY SUITE 600 (Street) IRVING TX 75062 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/24/2010
	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	04/29/2010		J(1)	V	3,570,314	D	(1)	8,739,732	D(5)(7)(8)
Common Units representing limited partner interests	05/24/2010		J(2)(3)		4,825,211	A	$6.01(4)	13,564,943	D(5)(7)(8)

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
Subordinated Units representing limited partner interests	$19	05/24/2010		J(6)			20,691,495	(6)	(6)	Common Units	20,691,495	(6)	0	D(5)(7)(8)

Explanation of Responses:

1. Effective April 29, 2010, NGP 2004 Co-Investment Income, L.P. ("NGP 2004") distributed 3,500,136 common units in Eagle Rock Energy Partners, L.P. (the "Partnership") to its sole limited partner, NGP-VII Income Co-Investment Opportunities, L.P. ("NGP-VII Co-Invest"), and sole general partner, NGP Income Management L.L.C. ("NGP Management"), in a pro rata distribution. NGP-VII Co-Invest also distributed its 3,609,877 common units in the Partnership (such number of common units includes the units NGP-VII Co-Invest received from NGP 2004) to its limited partners and sole general partner, NGP Management. The reporting person has voluntarily reported this transaction to reflect the decrease in the number of common units beneficially owned by the reporting person.

2. In connection with the completion of certain of the transactions contemplated by the Amended and Restated Securities Purchase and Global Transaction Agreement dated as of January 12, 2010 (the "Purchase Agreement"), entered into by and among the Partnership, Natural Gas Partners VII, L.P. ("NGP VII"), Natural Gas Partners VIII, L.P. ("NGP VIII"), Montierra Minerals & Production, L.P. ("Montierra Minerals"), Montierra Management LLC ("Montierra Management"), Eagle Rock Holdings, L.P. ("Holdings"), Eagle Rock Energy G&P, LLC and Eagle Rock Energy GP, L.P. ("Eagle Rock GP"), the Partnership entered into a contribution agreement dated as of May 24, 2010 (the "Contribution Agreement") by and among the Partnership, Holdings and Eagle Rock GP. Pursuant to the Contribution Agreement, Holdings and Eagle Rock GP contributed to the Partnership (i) all 20,691,495 outstanding subordinated units of the Partnership and (ii) all of the outstanding incentive distribution rights of the Partnership.

3. In connection with the execution and delivery of the Contribution Agreement pursuant to the Purchase Agreement, the Partnership issued 4,825,211 common units to Holdings. The issuance of the common units to Holdings in exchange for the subordinated units and incentive distribution rights is a reclassification exempt under Rule 16b-7.

4. Pursuant to the Purchase Agreement, the purchase price for the common units issued to Holdings represents 90% of the 10-day volume weighted average trading price as of April 24, 2010.

5. NGP VII and NGP VIII collectively own a 98.1% LP interest in Holdings and NGP VII owns a 96.2% interest in Montierra Minerals. NGP VII and NGP VIII control the general partner of Holdings. NGP VII also owns a 97.561% interest in Montierra Management, which serves as the general partner of Montierra Minerals. NGP VII owns 100% of NGP Management, which serves as the general partner of both NGP-VII Co-Invest and NGP 2004. NGP VII may be deemed to beneficially own all of the units of NGP-VII Income Co-Invest and NGP 2004.

6. Pursuant to the reclassification transaction, Holdings contributed to the Partnership 20,691,495 subordinated units of the Partnership, which represent the entire class of subordinated units, as well as causing Eagle Rock GP to contribute all incentive distribution rights to the Partnership, in exchange for 4,825,211 common units. The transaction was effected pursuant to the Purchase Agreement and Contribution Agreement as described above.

7. Kenneth A. Hersh may be deemed to share dispositive power over the units held by NGP VII, thus, he may also be deemed to be the beneficial owner of these units. This report is filed in connection with the Form 4 filed today by Holdings, the general partner of Holdings, Montierra, the general partner of Montierra, NGP VII, NGP VIII, NGP 2004, NGP Income Management L.L.C. and NGP-VII Income Co-Investment.

8. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest 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.

	/s/ Kenneth A. Hersh	05/26/2010
	** 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).
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