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*
Osterman Vincent J

(Last) (First) (Middle)
ONE MEMORIAL SQUARE, PO BOX 67

(Street)
WHITINSVILLE MA 01588

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, Eastern Retail OP
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2014
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 09/02/2014 S (1) 2,500 D $42.4934 (2) 155,316 I BY: OSTERMAN FAMILY FOUNDATION (3)
Common Units 09/03/2014 S (1) 2,500 D $42.6268 (4) 152,816 I BY: OSTERMAN FAMILY FOUNDATION (3)
Common Units 110,587 I BY: AO ENERGY, INC. (3)
Common Units 559,784 I BY: MILFORD PROPANE INC. (3) (5)
Common Units 1,445,850 I BY: OSTERMAN PROPANE INC. (3) (6)
Common Units 394,350 I BY: E. OSTERMAN, INC. (3)
Common Units 301,700 I BY: E. OSTERMAN GAS SERVICES, INC. (3) (5)
Common Units 669,300 I BY: E. OSTERMAN PROPANE INC. (3)
Common Units 36,450 I BY: PROPANE GAS, INC. THROUGH PROPANE GAS, LLC (3)
Common Units 214,600 I BY: SAVEWAY PROPANE GAS SERVICES, INC. (3)
Common Units 31,458 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
Explanation of Responses:
1. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the Osterman Family Foundation on February 19, 2014.
2. The price is the weighted average price for the common units reported on this line. The range of prices from the transactions reported on this line is between $42.43 and $42.52 per unit. Complete information regarding the number of common units sold at each separate price will be provided upon request by the Commission Staff, the issuer or a security holder of the issuer.
3. Vincent J. Osterman may be deemed to have shared voting or investment power over these securities. Mr. Osterman 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.
4. The price is the weighted average price for the common units reported on this line. The range of prices from the transactions reported on this line is between $42.48 and $42.85 per unit. Complete information regarding the number of common units sold at each separate price will be provided upon request by the Commission Staff, the issuer or a security holder of the issuer.
5. Mr. Osterman holds no equity interest in this entity.
6. These securities are held directly by Osterman Propane, Inc. Osterman Propane, Inc. disclaims beneficial ownership of these securities except to the extent of its 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.
/s/ Vincent J. Osterman 09/04/2014
** 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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