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^*

Smith Alan L

(Last)

(First)

(Middle)

1401 MC KINNEY ST.

SUITE 2400

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QR Energy, LP [ QRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2010

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)
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	12/22/2010		J		0⁽¹⁾⁽²⁾	D	$0	0	I	See footnote⁽¹⁾
Common units⁽³⁾	12/22/2010		P		50,000	A	$20	50,000	D
Common units	12/22/2010		J		11,297,737	A	$0⁽⁴⁾	11,297,737	I	See footnote⁽¹⁾
Common units⁽⁵⁾	12/22/2010		J		0	A	$0	0	I	See footnote⁽⁵⁾

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	$0	12/22/2010		J		7,145,866		⁽⁶⁾	⁽⁶⁾	Common units	7,145,866	⁽⁴⁾	7,155,866	I	See footnote⁽¹⁾

Explanation of Responses:

1. The Reporting Person serves on the board of directors of, and holds an indirect membership intrest in, QA Global GP, LLC, which is the general partner of QA Holdings, LP, which is the sole member of QA GP, LLC, which is the general partner of The Quantum Aspect Partnership, LP ("QAP"), which is the general partner of each of the Fund Entities. The Reporting Person disclaims beneficial ownership of the common and subordinated units owned by the Fund Entities in excess of his indirect pecuniary interest in the common and subordinated units. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such common or subordinated units for purposes of Section 16 or for any other purpose.

2. In connection with the closing of the Partnership's initial public offering, QAP's 99.9% limited partner interest in the Partnership was redeemed for $999.

3. Common units purchased as part of the directed unit program administered in connection with the Partnership's initial public offering, which was completed on December 22, 2010.

4. In connection with the Partnership's initial public offering, Quantum Resources A1, LP ("QRA"), Quantum Resources B, LP ("QRB"), Quantum Resources C, LP ("QRC"), QAB Carried WI, LP ("QAB"), QAC Carried WI, LP ("QAC") and Black Diamond Resources, LLC ("Black Diamond," and together with QRA, QRB, QRC, QAB and QAC, collectively, the "Fund Entities") contributed certain oil and natural gas properties to the Partnership in exchange for (i) the Partnership's assumption of approximately $200 million of indebtedness, (ii) a distribution of $300 million, (iii) 11,297,737 common units and (iv) 7,145,866 subordinated units.

5. The Reporting Person controls QR Holdings (QRE), LLC, which holds a 50% membership interest in QRE GP, LLC, which is the general partner of the Issuer (the "General Partner"). The General Partner owns a 0.1% general partner interest in the Partnership. The Reporting Person disclaims beneficial ownership of such general partner interest in excess of his indirect pecuniary interest in such membership interest in the General Partner. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such general partner interest for purposes of Section 16 or for any other purpose.

6. Each subordinated unit will convert to one common unit at the expiration of the subordination period, which will occur on the later to occur of December 22, 2012 and such date as all arrearages of distributions of the minimum quarterly distribution on all common units have been eliminated.

	/s/ Gregory S. Roden on behalf of Alan L. Smith	12/27/2010
	** 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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