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* Quantum Resources A1, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol QR Energy, LP [ QRE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity
	3. Date of Earliest Transaction (Month/Day/Year) 04/17/2012
	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	04/17/2012		S		11,297,737(1)	D	$19.18	0	D(1)

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

1. Name and Address of Reporting Person* Quantum Resources A1, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* Quantum Resources B, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* QAC Carried WI, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* Black Diamond Resources, LLC (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* Quantum Resources C, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* QAB Carried WI, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

Explanation of Responses:

1. Represents an aggregate of 11,297,737 common units that were held (i) directly by Quantum Resources A1, LP, Quantum Resources B, LP, QAC Carried WI, LP, Black Diamond Resources, LLC, Quantum Resources C, LP, QAB Carried WI, LP and (ii) indirectly by QA Global GP, LLC, Black Diamond Resources 2, LLC, The Quantum Aspect Partnership, LP, QA GP, LLC and QA Holdings, LP.

Remarks:

Indirect Owners of the common units sold by the Fund Entities on April 17, 2012 are reported on a separate Form 4 filed of even date herewith.

	/s/ Gregory S. Roden on behalf of Quantum Resources A1, LP et al.	04/20/2012
	** 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).
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