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^*

Brown Cary D

(Last)

(First)

(Middle)

303 W. WALL, SUITE 1400

(Street)

MIDLAND

79701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEGACY RESERVES LP [ LGCY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2012

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)
Units representing limited partner interests	12/26/2012		J⁽¹⁾		1,600,000	D	$0.00	2,825,080	I	See Footnote⁽²⁾
Units representing limited partner interests	12/26/2012		J⁽¹⁾		800,000	A	$0.00	1,754,265	D
Units representing limited partner interests	12/26/2012		J⁽³⁾		800,000	D	$0.00	954,265	D
Units representing limited partner interests	12/26/2012		J⁽³⁾		800,000	A	$0.00	3,625,080	I	See Footnote⁽⁴⁾
Units representing limited partner interests	12/26/2012		P		800,000	A	⁽⁵⁾	4,425,080	I	See Footnote⁽⁶⁾

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)

Explanation of Responses:

1. Reflects the pro rata distribution, not for value, of 800,000 units representing limited partner interests in Legacy Reserves, LP ("Legacy") to each of Mr. Dale A. Brown ("Mr. D. Brown") and Mr. Cary D. Brown (the reporting person, or "Mr. C. Brown") as the two limited partners of Moriah Properties, Ltd. ("Moriah Properties") and as the two shareholders of Moriah Resources, Inc. ("Moriah Resources"), the general partner of Moriah Properties, or an aggregate distribution of 1,600,000 units. Moriah Properties and Moriah Resources are both controlled by Mr. D. Brown and Mr. C. Brown. As a result of the pro rata distribution, Mr. C. Brown's beneficial ownership in 800,000 units changed from indirect to direct. In prior reports, the reporting person reported indirect beneficial ownership of these units.

2. Includes 2,791,408 units held by Moriah Properties and 33,672 units held by Moriah Resources. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of all of the reported units for purposes of Section 16 or for any other purpose.

3. Reflects the contribution of units representing limited partner interests in Legacy to Cary Brown Family LP ("C. Brown Family LP"). This transaction changed Mr. C. Brown's beneficial ownership in 800,000 units from direct to indirect. C & J Management, LLC ("C & J Management") is the sole general partner of C. Brown Family LP, and Mr. C. Brown and his wife, Jill Brown, are each 50% members in C& J Management.

4. Includes 2,791,408 units held by Moriah Properties, 33,672 units held by Moriah Resources, and 800,000 units held by C. Brown Family LP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of all of the reported units for purposes of Section 16 or for any other purpose.

5. On 12/26/12, Mr. D. Brown and his wife, Mrs. Rita F. Brown (i) gifted a portion of their limited partnership interest in DAB Family Properties, Ltd. ("DAB Family Properties") to the Brown Heirs 2012 Trust (the "Trust"), of which Mr. C. Brown is both a co-trustee and a beneficiary, and (ii) sold the remaining 56.46% limited partnership interest in DAB Family Properties to the Trust for an aggregate purchase price of $10,000,000.00. DAB Family Properties holds 800,000 units representing limited partner interests in Legacy.

6. Includes 2,791,408 units held by Moriah Properties, 33,672 units held by Moriah Resources, 800,000 units held by the Trust through DAB Family Properties, and 800,000 units held by C. Brown Family LP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of all of the reported units for purposes of Section 16 or for any other purpose.

Remarks:

Chairman and Chief Executive Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP

	/s/ Cary D. Brown	12/27/2012
	** 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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