SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* EMG NGL HC LLC (Last) (First) (Middle) 2000 MCKINNEY AVENUE SUITE 1250 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/19/2012	3. Issuer Name and Ticker or Trading Symbol NGL Energy Partners LP [ NGL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partner interests	5,696,634(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* EMG NGL HC LLC (Last) (First) (Middle) 2000 MCKINNEY AVENUE SUITE 1250 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP Midstream & Resources, L.P. (Last) (First) (Middle) 2000 MCKINNEY AVENUE, SUITE 1250 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP MR, L.P. (Last) (First) (Middle) 2000 MCKINNEY AVENUE, SUITE 1250 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP MR Management, LLC (Last) (First) (Middle) 2000 MCKINNEY AVENUE, SUITE 1250 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RAYMOND JOHN T (Last) (First) (Middle) THE ENERGY & MINERALS GROUP 811 MAIN STREET, SUITE 4200 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Calvert John G. (Last) (First) (Middle) 2000 MCKINNEY AVENUE, SUITE 1250 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. EMG NGL HC acquired these securities on June 19, 2012 as partial merger cosideration in exchange for units of High Sierra Energy, LP, based on a value of $21.50 per common unit of NGL Energy Partners, LP and on the other terms and conditions set forth in the Agreement and Plan of Merger, dated May 18, 2012, by and among NGL Energy Partners, LP, HSELP LLC, High Sierra Energy, LP and High Sierra Energy GP, LLC.

Remarks:

This Form 3 is being filed jointly by EMG NGL HC, LLC ("EMG NGL HC"), NGP Midstream & Resources, L.P. ("EMG Fund I"), NGP MR, L.P. ("EMG Fund I GP"), NGP MR Management, LLC ("EMG Fund I Management"), John T. Raymond and John G. Calvert (collectively, the "Reporting Persons"). Pursuant to a Management Agreement, dated February 19, 2007, between EMG Fund I GP, the general partner of EMG Fund I, and EMG Fund I Management, EMG Fund I Management acts as the manager of EMG Fund I. John T. Raymond is the Chief Executive Officer and Managing Partner and John G. Calvert is the Chief Operating Officer and Managing Partner of EMG Fund I Management. EMG Fund I owns a 65% interest in EMG NGL HC. The Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Exchange Act. The filing of this report and the inclusion of information herein shall not be considered an admission that any Reporting Person is in fact a member of such a "group" or that such Reporting Person has any liability or obligation under Section 16(b) of the Exchange Act in connection with any such "group" or that for purposes of Section 16 or any other purpose, such Reporting Person is the beneficial owner of any securities in which such Reporting Person does not have a pecuniary interest.

	EMG NGL HC, LLC By: NGP Midstream & Resources, L.P., its Member By: NGP MR, L.P., its general partner /s/ John T. Raymond Chief Executive Officer and Managing Partner	05/06/2013
	EMG NGL HC, LLC By: NGP Midstream & Resources, L.P., its Member By: NGP MR, L.P., its general partner /s/ John G. Calvert Chief Operating Officer and Managing Partner	05/06/2013
	NGP Midstream & Resources, L.P. By: NGP MR, L.P., its general partner /s/ John T. Raymond Chief Executive Officer and Managing Partner	05/06/2013
	NGP Midstream & Resources, L.P. By: NGP MR, L.P., its general partner /s/ John G. Calvert Chief Operating Officer and Managing Partner	05/06/2013
	NGP MR, L.P. By: NGP MR GP, LLC, its general partner /s/ John T. Raymond Chief Executive Officer and Managing Partner	05/06/2013
	NGP MR, L.P. By: NGP MR GP, LLC, its general partner /s/ John G. Calvert Chief Operating Officer and Managing Partner	05/06/2013
	NGP MR Management, LLC /s/ John T. Raymond Chief Executive Officer and Managing Partner	05/06/2013
	NGP MR Management, LLC /s/ John G. Calvert Chief Operating Officer and Managing Partner	05/06/2013
	/s/ John T. Raymond	05/06/2013
	/s/ John G. Calvert	05/06/2013
	** 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 5 (b)(v).
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