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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Coady Todd M (Last) (First) (Middle) 6120 S. YALE AVENUE, SUITE 805 (Street) TULSA OK 74136 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NGL Energy Partners LP [ NGL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Administration
	3. Date of Earliest Transaction (Month/Day/Year) 12/14/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Units	12/14/2012		G(1)	V	918,901	D	$0	0	I	See Footnote(2)
Common Units	12/14/2012		G(1)	V	918,901	A	$0	918,901	I	See Footnote(1)
Common Units	12/28/2012		G(3)	V	385,036	D	$0	0	I	See Footnote(3)
Common Units	12/28/2012		G(3)	V	275,036	A	$0	1,193,937	I	See Footnote(1)
Common Units	12/28/2012		G(3)	V	110,000	A	$0	110,000	I	See Footnote(4)
Common Units								21,000	D

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
Subordinated Units	$0	12/14/2012		G(1)	V		1,124,001	(5)	(5)	Common Units	1,124,001	$0	0	I	See Footnote(2)
Subordinated Units	$0	12/14/2012		G(1)	V	1,124,001		(5)	(5)	Common Units	1,124,001	$0	1,124,001	I	See Footnote(1)

Explanation of Responses:

1. The units reported on this line were gifted to TMC Family Partnership LP. TMC Family Partnership is a limited partnership which is solely owed by TMC General Partner LLC. Mr. Todd M. Coady is the sole member of TMC General Partner, LLC. Mr. Todd Coady disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.

2. The units reported on this line were owned directly by Hicks Oils & Hicksgas, Incorporated, which is owned by Todd M. Coady and Shawn W. Coady. Following dispositions by gift by each of Todd M. Coady and Shawn W. Coady, Hicks Oils & Hicksgas, Incorporated no longer own any units.

3. The units reported on this line are owned directly by Thorndike, LLC, which is solely owned by Todd M. Coady. The Reporting Person gifted the units to TMC Family Partnership LP and 2012 Todd M. Coady Irrevocable Insurance Trust.

4. The units reported on this line were gifted to 2012 Todd M. Coady Irrevocable Insurance Trust, for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.

5. The Subordinated Units have no expiration date and will convert on a one-for-one basis into Common Units at the end of the subordination period, described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-172186) and as set forth in the Issuer's Second Amended and Restated Agreement of Limited Partnership, as amended.

	/s/ Todd Coady	02/26/2013
	** 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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