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* NEUGEBAUER TOBY R (Last) (First) (Middle) 777 WALKER 2530 TWO SHELL PLAZA (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/12/2006	3. Issuer Name and Ticker or Trading Symbol Linn Energy, LLC [ LINE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 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) X Form filed by One Reporting Person 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)
Units representing limited liability company interests(1)	0	I	See Footnote(2)

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

Explanation of Responses:

1. Quantum Energy Partners II, LP owns a membership interest that represents a 91.891% sharing ratio in the distributions of Linn Energy, LLC. Upon the closing of Linn Energy, LLC's initial public offering, part of Quantum Energy Partners II, LP's membership interest will be redeemed for cash, and the remainder will be exchanged for units representing limited liability company interests.

2. Quantum Energy Partners II, LP is controlled by its general partner, Quantum Energy Management II, LP, which is controlled by its general partner, Quantum Energy Management II, LLC. Mr. Neugebauer is a manager of, and indirectly holds a membership interest in, Quantum Energy Management II, LLC, and therefore could be deemed to beneficially own the membership interest in Linn Energy, LLC held by Quantum Energy Partners II, LP. Mr. Neugebauer disclaims beneficial ownership of such membership interest in excess of his indirect pecuniary interest in such membership interest. This report shall not be deemed an admission that Mr. Neugebauer is the beneficial owner of such membership interest for purposes of Section 16 or for any other purpose.

	Michael A. Denham, Attorney-in-Fact	01/12/2006
	** 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).
** 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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