SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Swank Jerry V

(Last)

(First)

(Middle)

3300 OAK LAWN AVE.

SUITE 650

(Street)

DALLAS

75219

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RIO VISTA ENERGY PARTNERS LP [ RVEP ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/12/2006

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	07/18/2006		P5	800⁽¹⁾	A	$4.9888	346,565⁽⁶⁾	I	See Footnote⁽⁷⁾

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)	4. Transaction Code (Instr. 8)	(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)
Equity Swap	⁽³⁾	12/02/2005		J5	6,000⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	6,000⁽¹⁾	$6.2454	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	12/29/2005		J5	10,000⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	10,000⁽¹⁾	$5.2591	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	12/30/2005		J5	8,159⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	8,159⁽¹⁾	$5.2138	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	03/10/2006		J5	5,808⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	5,808⁽¹⁾	$5.4906	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	03/14/2006		J5	3,565⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	3,565⁽¹⁾	$5.4931	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	03/15/2006		J5	2,240⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	2,240⁽¹⁾	$5.5075	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	03/16/2006		J5	1,985⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	1,985⁽¹⁾	$5.4072	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	03/23/2006		J5	4,507⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	4,507⁽¹⁾	$5.4895	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	03/24/2006		J5	1,264⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	1,264⁽¹⁾	$5.4075	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	03/27/2006		J5	20⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	20⁽¹⁾	$5.4975	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	04/06/2006		J5	261⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	261⁽¹⁾	$5.5075	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	04/07/2006		J5	2,406⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	2,406⁽¹⁾	$5.4975	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾
Equity Swap	⁽³⁾	04/10/2006		J5	1,033⁽³⁾⁽³⁾		⁽³⁾	10/31/2006⁽³⁾	Common Units	1,033⁽¹⁾	$5.4468	49,748⁽⁴⁾	I	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Swank Jerry V

(Last)

(First)

(Middle)

3300 OAK LAWN AVE.

SUITE 650

(Street)

DALLAS

75219

(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^*

Swank Capital, LLC

(Last)

(First)

(Middle)

3300 OAK LAWN AVE.

SUITE 650

(Street)

DALLAS

75219

(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^*

Swank Energy Income Advisors, LP

(Last)

(First)

(Middle)

3300 OAK LAWN AVE.

SUITE 650

(Street)

DALLAS

75219

(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^*

Cushing Fund, LP

(Last)

(First)

(Middle)

3300 OAK LAWN AVE.

SUITE 650

(Street)

DALLAS

75219

(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. The Filing of this Form 5 shall not be construed as an admission that Swank Capital, L.L.C. ("Swank Capital"), Swank Energy Income Advisors, L.P. ("Income Advisors"), The Cushing Fund, L.P. ("Cushing Fund") or Jerry V. Swank is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the common units of Rio Vista Energy Partners LP ("Common Units") held by Cushing Fund, or any of the equity based swap agreements held by The Cushing Fund (Offshore) Ltd. ("Cushing Offshore"). Pursuant to Rule 16a-1, Swank Capital, Income Advisors, Cushing Fund and Mr. Swank disclaim such beneficial ownership.

2. The transactions reported on this Form 5 were inadvertently omitted from previous Form 4 filings. Accordingly, each Form 4 on which such transactions should have appeared, and each Form 4 filed thereafter, contained errors.

3. Cushing Offshore is party to a total return equity swap agreement ("Swap") with respect to a basket of equities (the "Basket") which includes the Issuer's Common Units set forth above (the "Shares"). Under the terms of the Swap, Cushing Offshore receives any appreciation in the Shares above the price of the Shares on the date such Shares were added to the swap. Cushing Offshore pays the Swap counterparty any depreciation in the Shares and a monthly LIBOR-based fee. The Swap terminates automatically pursuant to its terms on October 31, 2006. Cushing Offshore may add or remove Shares from the Basket on any business day during the term of the Swap.

4. At the end of the 2005 fiscal year, the number of Common Units held beneficially owned through the Swap equaled 26,659. As of the filing date of this Form 5, the number of Common Units beneficially owned through the Swap equals 49,748.

5. Cushing Offshore is a party to the Swap relating to an aggregate of 49,748 shares of Common Units. Income Advisors is the investment manager of Cushing Offshore and receives an allocation of net profits and an asset based fee from Cushing Offshore. Swank Capital is the general partner of Income Advisors and owns a limited partner interest in Income Advisors. Mr. Swank is the manager of Swank Capital, and, in addition, owns shares of Cushing Offshore.

6. As of the filing date of this Form 5, the number of Common Units, both non-derivative and derivative through the Swap, beneficially owned by the reporting persons is 346,565.

7. As of the filing date of this Form 5, the reporting persons hold an aggregate of 346,565 shares of Common Units, in the form of 266,049 Common Units through the account of Cushing Fund, 49,748 Common Units through Cushing Offshore's Swap, and 30,768 Common Units through Swank MLP Convergence Fund, L.P. ("Covergence Fund"). Income Advisors is the investment manager of Cushing Fund, Cushing Offshore, and Convergence Fund and receives an allocation of net profits and an asset based fee from each account. Swank Capital is the general partner of Income Advisors and owns a limited partner interest in Income Advisors. Mr. Swank as the manager of Swank Capital, controlled the disposition and voting of the Common Units, and, in addition, holds a limited partner interest in Cushing Fund and Convergence Fund, and owns shares of Cushing Offshore.

Remarks:

This Form 5 is being filed on October 12, 2006 to reflect Form 4 transactions that have not been filed up to this date. October 12, 2006 is not the Issuer's fiscal year end. Shares of the issuer held by the reporting persons through swap agreements were inadvertently omitted from the original Form 3 filed on March 1, 2006, and subsequent Form 4 filings. Swap agreements entered into prior to November 11, 2005, the date which required the filing of the original Form 3, have been reported on an amendment to Form 3. Subsequent swap agreements are being reported on this Form 5. All future swap agreements will be reported on a Form 4.

	/s/ Jerry V. Swank	10/12/2006
	/s/ Jerry V. Swank, manager of Swank Capital L.L.C.	10/12/2006
	/s/ Jerry V. Swank, manager of Swank Capital L.L.C., general partner of Swank Energy Income Advisors, LP	10/12/2006
	/s/ Jerry V. Swank, manager of Swank Capital, L.L.C., general partner of Swank Energy Income Advisors, LP, general partner of The Cushing Fund, LP	10/12/2006
	** Signature of Reporting Person	Date
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