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*
Montierra Minerals & Production, L.P.

(Last) (First) (Middle)
EAGLE ROCK ENERGY PARTNERS, L.P.
1415 LOUISIANA STREET, SUITE 2700

(Street)
HOUSTON TX 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)
11/15/2011
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
Common Units Representing Limited Partner Interest 11/15/2011 X(1) 236,707 A $6 50,912,685 D(1)(3)(4)
Common Units Representing Limited Partner Interest 11/15/2011 X(2) 10,910 A $6 50,912,685 D(2)(3)(4)
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
Warrants $6 11/15/2011 X 236,707(1) 08/15/2010 05/15/2012 Common Units Representing Limited Partner Interest 236,707(1) $0 488,635 D
Warrants $6 11/15/2011 X 10,910(2) 08/15/2010 05/15/2012 Common Units Representing Limited Partner Interest 10,910(2) $0 488,635 D
1. Name and Address of Reporting Person*
Montierra Minerals & Production, L.P.

(Last) (First) (Middle)
EAGLE ROCK ENERGY PARTNERS, L.P.
1415 LOUISIANA STREET, SUITE 2700

(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*
Montierra Management LLC

(Last) (First) (Middle)
24 GREENWAY PLAZA
SUITE 450

(Street)
HOUSTON TX 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 TX 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 the exercise of warrants to purchase 236,707 common units representing limited partner interests by Montierra Minerals & Production, L.P. Natural Gas Partners VII, L.P. ("NGP VII") owns a majority of the LP interest in Montierra Minerals & Production, L.P. ("Montierra Minerals").
2. Represents the exercise of warrants to purchase 10,910 common units representing limited partner interests by Montierra Management LLC ("Montierra Management"), the general partner of Montierra Minerals. NGP VII controls Montierra Management.
3. Kenneth A. Hersh may be deemed to share dispositive power over the units held directly or indirectly 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.
4. 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.
Montierra Minerals & Production, L.P., By its general partner, Montierra Management LLC, By /s/ Joseph A. Mills, Chief Executive Officer 11/17/2011
Montierra Management LLC, By /s/ Joseph A. Mills, Chief Executive Officer 11/17/2011
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 11/17/2011
** 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).
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