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^*

Eagle Rock Holdings, L.P.

(Last)

(First)

(Middle)

EAGLE ROCK ENERGY PARTNERS, L.P.

1415 LOUISIANA STREET, SUITE 2700

(Street)

HOUSTON

77002

(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	X	10% Owner
Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	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	06/23/2010		X⁽¹⁾		2,802,862⁽¹⁾	A	$2.5⁽⁷⁾	16,367,805	D⁽¹⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Common Units representing limited partner interests	06/23/2010		X⁽²⁾		595,523⁽²⁾	A	$2.5⁽⁷⁾	16,963,328	D⁽²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Common Units representing limited partner interests	06/23/2010		X⁽³⁾		617,122⁽³⁾	A	$2.5⁽⁷⁾	17,580,450	D⁽³⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Common Units representing limited partner interests	06/23/2010		X⁽⁴⁾		13,847⁽⁴⁾	A	$2.5⁽⁷⁾	17,594,297	D⁽⁴⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Common Units representing limited partner interests	06/23/2010		X⁽⁵⁾		1,003,994⁽⁵⁾	A	$2.5⁽⁷⁾	18,598,291	D⁽⁵⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Common Units representing limited partner interests	06/23/2010		X⁽⁶⁾		9,971⁽⁶⁾	A	$2.5⁽⁷⁾	18,608,262	D⁽⁶⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾

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)
Subscription Rights⁽⁹⁾	$2.5	06/23/2010		J⁽⁸⁾		295,592⁽⁹⁾		06/01/2010	06/30/2010	Common Units and Warrants	295,592	$0	5,043,319⁽⁸⁾	D⁽⁸⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Subscription Rights⁽⁹⁾	$2.5	06/23/2010		X			2,802,862⁽⁹⁾	06/01/2010	06/30/2010	Common Units and Warrants	2,802,862	$0	2,240,457	D⁽⁸⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrants⁽¹⁵⁾	$6	06/23/2010		X⁽¹⁶⁾		2,802,862⁽¹⁶⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	2,802,862	$2.5⁽⁷⁾	2,802,862	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Subscription Rights⁽¹⁰⁾	$2.5	06/23/2010		X			595,523⁽¹⁰⁾	06/01/2010	06/30/2010	Common Units and Warrants	595,523	$0	1,644,934	D⁽⁸⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrants⁽¹⁵⁾	$6	06/23/2010		X⁽¹⁷⁾		595,523⁽¹⁷⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	595,523	$2.5⁽⁷⁾	3,398,385	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Subscription Rights⁽¹¹⁾	$2.5	06/23/2010		X			617,122⁽¹¹⁾	06/01/2010	06/30/2010	Common Units and Warrants	617,122	$0	1,027,812	D⁽⁸⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrants⁽¹⁵⁾	$6	06/23/2010		X⁽¹⁸⁾		617,122⁽¹⁸⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	617,122	$2.5⁽⁷⁾	4,015,507	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Subscription Rights⁽¹²⁾	$2.5	06/23/2010		X			13,847⁽¹²⁾	06/01/2010	06/30/2010	Common Units and Warrants	13,847	$0	1,013,965	D⁽⁸⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrants⁽¹⁵⁾	$6	06/23/2010		X⁽¹⁹⁾		13,847⁽¹⁹⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	13,847	$2.5⁽⁷⁾	4,029,354	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Subscription Rights⁽¹³⁾	$2.5	06/23/2010		X			1,003,994⁽¹³⁾	06/01/2010	06/30/2010	Common Units and Warrants	1,003,994	$0	9,971	D⁽⁸⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrants⁽¹⁵⁾	$6	06/23/2010		X⁽²⁰⁾		1,003,994⁽²⁰⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	1,003,994	$2.5⁽⁷⁾	5,033,348	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Subscription Rights⁽¹⁴⁾	$2.5	06/23/2010		X			9,971⁽¹⁴⁾	06/01/2010	06/30/2010	Common Units and Warrants	9,971	$0	0	D⁽⁸⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrant⁽¹⁵⁾	$6	06/23/2010		X⁽²¹⁾		9,971⁽²¹⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	9,971	$2.5⁽⁷⁾	5,043,319	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾

1. Name and Address of Reporting Person^*

Eagle Rock Holdings, L.P.

(Last)

(First)

(Middle)

EAGLE ROCK ENERGY PARTNERS, L.P.

1415 LOUISIANA STREET, SUITE 2700

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Eagle Rock GP, LLC

(Last)

(First)

(Middle)

EAGLE ROCK ENERGY PARTNERS, L.P.

1415 LOUISIANA STREET, SUITE 2700

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Montierra Minerals & Production, L.P.

(Last)

(First)

(Middle)

24 GREENWAY PLAZA, SUITE 450

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Montierra Management LLC

(Last)

(First)

(Middle)

24 GREENWAY PLAZA, SUITE 450

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Natural Gas Partners VII, L.P.

(Last)

(First)

(Middle)

125 E. JOHN CARPENTER FREEWAY

SUITE 600

(Street)

IRVING

75062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Natural Gas Partners VIII, L.P.

(Last)

(First)

(Middle)

125 E. JOHN CARPENTER FREEWAY

SUITE 600

(Street)

IRVING

75062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NGP Income Management, L.L.C.

(Last)

(First)

(Middle)

125 E. JOHN CARPENTER FREEWAY

SUITE 600

(Street)

IRVING

75062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents common units that will be received by Eagle Rock Holdings, L.P. ("Holdings"), after the close of the rights offering, from the exercise of subscription rights. Holdings has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional common units to the extent that its over-subscription is filled.

2. Represents common units that will be received by Natural Gas Partners VII, L.P. ("NGP VII"), after the close of the rights offering, from the exercise of subscription rights. NGP VII has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional common units to the extent that its over-subscription is filled.

3. Represents common units that will be received by Natural Gas Partners VIII, L.P. ("NGP VIII"), after the close of the rights offering, from the exercise of subscription rights. NGP VIII has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional common units to the extent that its over-subscription is filled.

4. Represents common units that will be received by NGP Income Management, LLC ("NGP Management"), after the close of the rights offering, from the exercise of subscription rights. NGP Management has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional common units to the extent that its over-subscription is filled.

5. Represents common units that will be received by Montierra Minerals & Production, L.P. ("Montierra Minerals"), after the close of the rights offering, from the exercise of subscription rights. Montierra Minerals has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional common units to the extent that its over-subscription is filled.

6. Represents common units that will be received by Montierra Management LLC ("Montierra Management"), after the close of the rights offering, from the exercise of subscription rights. Montierra Management has also elected to exercise the over-subscription privilege associated with its exercised rights and it will receive additional common units to the extent that its over-subscription is filled.

7. Represents the exercise price of each subscription right.

8. Subscription rights received by Eagle Rock Energy GP, L.P., the general partner of the issuer ("Eagle Rock GP"), in connection with the pro rata distribution to the unitholders. Eagle Rock GP distributed the subscription rights to Eagle Rock Energy G&P, LLC, its general partner, who then caused the rights to be distributed to Holdings. The reporting persons also received 4,747,727 subscription rights in a pro rata distribution exempt pursuant to Rule 16a-9.

9. Represents subscription rights entitling Holdings 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 22.

10. Represents subscription rights entitling NGP VII 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 22.

11. Represents subscription rights entitling NGP VIII 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 22.

12. Represents subscription rights entitling NGP Management 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 22.

13. Represents subscription rights entitling Montierra Minerals 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 22.

14. Represents subscription rights entitling Montierra Management 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 22.

15. Each warrant entitles the holder to acquire, for $6.00 in cash, one common unit on the dates specified in footnote 22.

16. Represents warrants that will be received by Holdings, after the closing of the rights offering, from the exercise of subscription rights. Holdings has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional warrants to the extent that its over-subscription is filled.

17. Represents warrants that will be received by NGP VII, after the closing of the rights offering, from the exercise of subscription rights. NGP VII has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional warrants to the extent that its over-subscription is filled.

18. Represents warrants that will be received by NGP VIII, after the closing of the rights offering, from the exercise of subscription rights. NGP VIII has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional warrants to the extent that its over-subscription is filled.

19. Represents warrants that will be received by NGP Management, after the closing of the rights offering, from the exercise of subscription rights. NGP Management has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional warrants to the extent that its over-subscription is filled.

20. Represents warrants that will be received by Montierra Minerals, after the closing of the rights offering, from the exercise of subscription rights. Montierra Minerals has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional warrants to the extent that its over-subscription is filled.

21. Represents warrants that will be received by Montierra Management, after the closing of the rights offering, from the exercise of subscription rights. Montierra Management has also elected to exercise the over-subscription privilege associated with its exercised rights, and it will receive additional warrants to the extent that its over-subscription is filled.

22. 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.

23. NGP VII and NGP VIII collectively own a majority of the LP interest in Holdings and control the general partner of Holdings. NGP VII owns a majority of the LP interest in Montierra Minerals and controls the general partner of Montierra Minerals. NGP VII is the sole member of NGP Management.

24. 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 Kenneth A. Hersh.

25. 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 the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

	Eagle Rock Holdings, L.P., By its general partner, Eagle Rock GP, L.L.C., By /s/ Kenneth A. Hersh, Manager	06/25/2010
	Eagle Rock GP, L.L.C., By /s/ Kenneth A. Hersh, Manager	06/25/2010
	Montierra Minerals & Production, L.P., By its general partner, Montierra Management LLC, By /s/ Joseph A. Mills, Chief Executive Officer	06/25/2010
	Montierra Management LLC, By /s/ Joseph A. Mills, Chief Executive Officer	06/25/2010
	Natural Gas Partners VII, L.P., By its general partner, G.F.W. Energy VII, L.P., By its general partner, GFW VII, L.L.C., By /s/ Kenneth A. Hersh, Authorized Member	06/25/2010
	Natural Gas Partners VIII, L.P., By its general partner, G.F.W. Energy VIII, L.P., By its general partner, GFW VIII, L.L.C., By /s/ Kenneth A. Hersh, Authorized Member	06/25/2010
	NGP Income Management, L.L.C., By /s/ Tony R. Weber, President	06/25/2010
	** 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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