-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QEcOfi7KYpUQ0HbQWvKooErh0ze2MkTGQRqgJbxoKsQrzUwVXdS23IuJALYyNRuq 9Xfi3DLehpenQkBji8Hwlw== 0001507929-10-000003.txt : 20101227 0001507929-10-000003.hdr.sgml : 20101224 20101227160812 ACCESSION NUMBER: 0001507929-10-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101222 FILED AS OF DATE: 20101227 DATE AS OF CHANGE: 20101227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEUGEBAUER TOBY R CENTRAL INDEX KEY: 0001098464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35010 FILM NUMBER: 101274281 MAIL ADDRESS: STREET 1: 777 WALKER STREET 2: 2530 TWO SHELL PLAZA CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QR Energy, LP CENTRAL INDEX KEY: 0001502012 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 900613069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1401 MCKINNEY STREET STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-452-2230 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77010 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-12-22 0 0001502012 QR Energy, LP QRE 0001098464 NEUGEBAUER TOBY R 1401 MC KINNEY ST. SUITE 2400 HOUSTON TX 77010 1 0 1 0 Common units 2010-12-22 4 J 0 0 0 D 0 I See footnote Common units 2010-12-22 4 J 0 11297737 0 A 11297737 I See footnote Common units 2010-12-22 4 J 0 0 0 A 0 I See footnote Subordinated units 0 2010-12-22 4 J 0 7145866 A Common units 7145866 7145866 I See footnote The Reporting Person serves on the board of directors of, and holds an indirect membership interest 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. 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. 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. 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 intrest 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. 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 Toby R. Neugebauer 2010-12-27 -----END PRIVACY-ENHANCED MESSAGE-----