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*
EnCap V-B Acquisitions, L.P.

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 3150

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EV Energy Partners, LP [ EVEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2011
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)
Code V Amount (A) or (D) Price
Class B Units 12/12/2011 J(1) 406,315 A $0 406,315 D(2)
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
Phantom Units (3) 12/14/2011 A 994 (4) (4) Common Units 994 $0 994 D(2)
1. Name and Address of Reporting Person*
EnCap V-B Acquisitions, L.P.

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 3150

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EnCap V-B Acquisitions GP, LLC

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 3150

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EnCap Energy Capital Fund V-B L P

(Last) (First) (Middle)
1100 LOUISIANA, SUITE 3150

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
EnCap Investments L.P.

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 3150

(Street)
HOUSTON TX 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*
EnCap Investments GP, L.L.C.

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 3150

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EnCap Equity Fund V GP, L.P.

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 3150

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ZORICH ROBERT L

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 3150

(Street)
HOUSTON TX 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*
MILLER DAVID B

(Last) (First) (Middle)
3811 TURTLE CREEK BOULEVARD
SUITE 1080

(Street)
DALLAS TX 75219

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PHILLIPS D MARTIN

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 3150

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RNBD GP LLC

(Last) (First) (Middle)
1100 LOUISIANA
SUITE 3150

(Street)
HOUSTON TX 77002

(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. Class B Units were issued by EV Energy Partners, L.P. (the "Issuer") to EV Energy Partners GP, L.P., the general partner of the Issuer, when the General Partner made its IDR Reset Election, as defined in the Issuer's partnership agreement. The General Partner subsequently distributed on a pro rata basis the Class B Units to its partners, including EnCap V-B Acquisitions, L.P. Upon the election of the holder of the Class B Units, the Class B Units will convert on a unit for unit basis into common units of the Issuer one year from the date of issuance.
2. Each of the reporting persons disclaims beneficial ownership in excess of their respective pecuniary interest in such securities.
3. Each Phantom Unit is the economic equivalent of one Common Unit.
4. The Phantom Units will vest 25% on January 15, 2013, January 15, 2014, January 15, 2015 and January 15, 2016.
Remarks:
EnCap V-B Acquisitions L.P. by EnCap V-B Acquisitions GP LLC its GP by EnCap Energy Capital Fund V-B, L.P. its memb by EnCap Equity Fund V GP, L.P. its GP by EnCap Investments L.P. its GP by EnCap Investments GP L.L.C. its GP by /s/ Gary Petersen, Sr.MD 12/14/2011
EnCap V-B Acquisitions GP LLC, by EnCap Energy Capital Fund V-B LP., its member, by EnCap Equity Fund V GP L.P., its GP, by EnCap Investments L.P., its GP, by EnCap Investments GP L.L.C., its GP, by /s/ Gary Petersen, Senior Managing Director 12/14/2011
EnCap Energy Capital Fund V-B L.P., by EnCap Equity Fund V GP L.P., its GP, by EnCap Investments L.P., its GP, by EnCap Investments GP L.L.C., its GP, by /s/ Gary Petersen, Senior Managing Director 12/14/2011
EnCap Equity Fund V GP L.P., by EnCap Investments L.P., its GP, by EnCap Investments GP L.L.C., its GP, by /s/ Gary Petersen, Senior Managing Director 12/14/2011
EnCap Investments L.P., by EnCap Investments GP L.L.C., its GP, by /s/ Gary Petersen, Senior Managing Director 12/14/2011
EnCap Investments GP L.L.C., by /s/ Gary Petersen, Senior Managing Director 12/14/2011
RNBD GP LLC, by /s/ D. Martin Phillips, Member 12/14/2011
/s/ David B. Miller 12/14/2011
/s/ Robert L. Zorich 12/14/2011
/s/ D. Martin Phillips 12/14/2011
** 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).
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.