SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* QA Global GP, LLC (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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2012
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Units	12/22/2012		M4	7,145,866	A	$0	0	I	See footnote(1)(2)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subordinated units	$0(2)	12/22/2012		4M		7,145,866	(2)	(2)	Common units	7,145,866	(2)	0	I	See footnote(1)

1. Name and Address of Reporting Person* QA Global GP, 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* Black Diamond Resources 2, 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* QA Holdings, 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* QA GP, 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 Aspect Partnership, 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 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

Explanation of Responses:

1. Represents an aggregate of 7,145,866 subordinated 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.

2. Each subordinated unit converted to one common unit at the expiration of the subordination period, which occurred on December 22, 2012.

Remarks:

Form 1 of 2

	/s/ Gregory S. Roden on behalf of QA Global GP, LLC et al.	08/02/2013
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.