X0303 4 2009-06-10 0 0001364541 EAGLE ROCK ENERGY PARTNERS L P EROC 0001398089 NGP-VII Income Co-Investment Opportunities, LP 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 A 109741 D Distribution from NGP Co-Investment Income Capital Corp. ("NGP Co-Investment"), a wholly owned subsidiary of the reporting person, pursuant to the dissolution of NGP Co-Investment. The reporting person received all of the assets and interests, including the limited partner interests in Eagle Rock Energy Partners, L.P. (the "Interests"), of NGP Co-Investment in connection with the dissolution of NGP Co-Investment. No consideration was paid in respect thereof. The distribution of the Interests neither increases nor decreases the reporting person's pecuniary interest in the Interests but merely changes the form of the reporting person's beneficial ownership of the Interests from indirect to direct. This report is filed in connection with the Form 4 filed today by NGP Co-Investment reporting the distribution of the Interests and NGP Co-Investment's exiting of the reporting system under Section 16. NGP-VII Income Co-Investment Opportunities, LP, By: /s/ Christopher Ray, Attorney in Fact 2009-06-12