X0304 4 2012-02-18 0 0001358831 LEGACY RESERVES LP LGCY 0001385052 McGraw Kyle A 303 W. WALL STREET, SUITE 1400 MIDLAND TX 79701 1 1 0 0 EVP of Bus Dev and Land Units representing limited partner interests 2012-02-18 4 M 0 5052 0.00 A 5052 D Units representing limited partner interests 2012-02-18 4 D 0 5052 29.67 D 0 D Units representing limited partner interests 1020060 I See footnotes Phantom Units 2012-02-18 4 M 0 5052 0.00 D Units 5052 22973 D Each phantom unit represents the economic equivalent of a unit representing a limited partner interest in Legacy Reserves LP. Reflects the closing price of the units on February 17, 2012. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of all of the reported units for purposes of Section 16 or for any other purpose. Includes 374,386 units owned by Kyle A. McGraw Family Holdings, Ltd., an entity partially owned by Mr. McGraw. Mr. McGraw currently has a pecuniary interest in 645,674 units through his indirect interest in Brothers Production Properties, Ltd. ("Brothers Properties"), Brothers Production Company, Inc. ("Brothers Production") and Brothers Operating Company, Inc. ("Brothers Operating"). Brothers Properties directly owns 2,356,199 units. Brothers Production directly owns 190,521 units. Brothers Operating directly owns 35,976 units. Phantom units vest annually in one-third increments on February 18th of each applicable year and are payable in cash or, at the discretion of the compensation committee of the board of directors of the general partner of the Issuer, in units. Pursuant to the achievement of certain objective, performance-based criteria, 1,005 phantom units and 722 phantom units, or 32.27% each of the phantom units eligible to vest for the year ended December 31, 2011, granted on February 18, 2010 and February 18, 2011, respectively, vested. Accordingly, the remaining aggregate 3,625 phantom units eligible to vest during 2012 with respect to the February 18, 2010 and February 18, 2011 phantom unit grants did not vest and were forfeited. Additionally, 1,952 phantom units (the second tranche of the 2010 subjective phantom unit grant) and 1,373 phantom units (the first tranche of the 2011 subjective phantom unit grant), vested. Includes the remaining 5,066 phantom units, 7,219 phantom units and 10,688 phantom units from the phantom units granted on February 18, 2010, February 18, 2011 and February 2, 2012, respectively. Director and Executive Vice President of Business Development and Land of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP. /s/ Kyle A. McGraw 2012-02-21