X0306 4 2018-09-20 1 0001358831 LEGACY RESERVES LP LGCY 0001385052 McGraw Kyle A 303 W. WALL STREET, SUITE 1800 MIDLAND TX 79701 1 1 0 0 EVP and CDO Units representing limited partner interests 2018-09-20 4 M 0 176957 A 229501 D Units representing limited partner interests 2018-09-20 4 M 0 467535 A 697036 D Units representing limited partner interests 2018-09-20 4 D 0 467535 4.84 D 229501 D Units representing limited partner interests 2018-09-20 4 M 0 324346 A 553847 D Units representing limited partner interests 2018-09-20 4 D 0 324346 4.84 D 229501 D Units representing limited partner interests 2018-09-20 4 D 0 229501 D 0 D Units representing limited partner interests 2018-09-20 4 D 0 1020060 D 0 I By Kyle A. McGraw Family Holdings, Ltd. Phantom Units 2018-09-20 4 M 0 176957 D Units 176957 0 D Phantom Units 2018-09-20 4 M 0 467535 D Units 467535 0 D Phantom Units 2018-09-20 4 M 0 324346 D Units 324346 0 D In connection with the corporate reorganization of the Issuer from a master limited partnership to a corporation (the "Corporate Reorganization"), each outstanding unit representing a limited partner interest in the Issuer ("Unit") was converted into the right to receive one share of common stock, $0.01 par value per share, of Legacy Reserves Inc. ("New Legacy Common Stock"). Each phantom unit represents the economic equivalent of a Unit. These phantom units were granted pursuant to an award agreement that provided for settlement in Units and were scheduled to vest as follows: (i) 54,783 phantom units subject to vesting on February 18, 2019; (ii) 55,507 phantom units subject to vesting on February 18, 2020; and (iii) 66,667 phantom units subject to vesting on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in Units. These phantom units were granted pursuant to an award agreement that provided for settlement in cash and provided for cliff vesting in the third year after grant, subject to the achievement of certain performance-based criteria during the three fiscal years prior to the vesting date. The vesting schedule was as follows: (i) 313,044 phantom units on February 18, 2019; (ii) 222,026 phantom units on February 18, 2020; and (iii) 400,000 phantom units on February 18, 2021. In connection with the Corporate Reorganization, 467,535 of these phantom units automatically vested in full and were settled in cash. Another 467,535 phantom units were forfeited. These phantom units were granted pursuant to an award agreement that provided for settlement in cash and were scheduled to vest as follows: (i) 180,000 phantom units on February 18, 2019; (ii) 111,013 phantom units on February 18, 2020; and (iii) 33,333 phantom units on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in cash. The Reporting Person is partial owner of the Kyle A. McGraw Family Holdings, Ltd. and thus is deemed to indirectly beneficially own the Units held by Kyle A. McGraw Family Holdings, Ltd. Director, Executive Vice President and Chief Development Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP /s/ Dan G. LeRoy, as attorney-in-fact for Kyle M. McGraw 2018-09-24