X0303 4 2009-06-10 1 0001364541 EAGLE ROCK ENERGY PARTNERS L P EROC 0001398214 NGP Co-Investment Income Capital Corp. 125 E. JOHN CARPENTER FREEWAY, SUITE 600 IRVING TX 75062 0 0 1 0 Common Units representing limited partner interests 2009-06-10 4 J 0 109741 D 0 D As a result of the dissolution of the reporting person, the reporting person distributed all of its assets and interests, including the limited partner interests in Eagle Rock Energy Partners, L.P. (the "Interests"), to NGP-VII Income Co-Investment Opportunities, L.P., its sole shareholder ("NGP-VII Co-Investment"). On June 10, 2009, the Interests were transferred to NGP-VII Co-Investment in connection with the dissolution. No consideration was received in respect thereof. This report is filed in connection with the Form 4 filed today by NGP-VII Co-Investment to report the change in the form of beneficial ownership of the Interests from indirect to direct. NGP Co-Investment Income Capital Corp., By /s/ Christopher Ray, Attorney in Fact 2009-06-12