X0206 3 2012-06-19 0 0001504461 NGL Energy Partners LP NGL 0001575822 EMG NGL HC LLC 2000 MCKINNEY AVENUE SUITE 1250 DALLAS TX 75201 0 0 1 0 0001576098 NGP Midstream & Resources, L.P. 2000 MCKINNEY AVENUE, SUITE 1250 DALLAS TX 75201 0 0 1 0 0001576100 NGP MR, L.P. 2000 MCKINNEY AVENUE, SUITE 1250 DALLAS TX 75201 0 0 1 0 0001576089 NGP MR Management, LLC 2000 MCKINNEY AVENUE, SUITE 1250 DALLAS TX 75201 0 0 1 0 0001186173 RAYMOND JOHN T THE ENERGY & MINERALS GROUP 811 MAIN STREET, SUITE 4200 HOUSTON TX 77002 0 0 1 0 0001576149 Calvert John G. 2000 MCKINNEY AVENUE, SUITE 1250 DALLAS TX 75201 0 0 1 0 Common Units representing limited partner interests 5696634 D EMG NGL HC acquired these securities on June 19, 2012 as partial merger cosideration in exchange for units of High Sierra Energy, LP, based on a value of $21.50 per common unit of NGL Energy Partners, LP and on the other terms and conditions set forth in the Agreement and Plan of Merger, dated May 18, 2012, by and among NGL Energy Partners, LP, HSELP LLC, High Sierra Energy, LP and High Sierra Energy GP, LLC. This Form 3 is being filed jointly by EMG NGL HC, LLC ("EMG NGL HC"), NGP Midstream & Resources, L.P. ("EMG Fund I"), NGP MR, L.P. ("EMG Fund I GP"), NGP MR Management, LLC ("EMG Fund I Management"), John T. Raymond and John G. Calvert (collectively, the "Reporting Persons"). Pursuant to a Management Agreement, dated February 19, 2007, between EMG Fund I GP, the general partner of EMG Fund I, and EMG Fund I Management, EMG Fund I Management acts as the manager of EMG Fund I. John T. Raymond is the Chief Executive Officer and Managing Partner and John G. Calvert is the Chief Operating Officer and Managing Partner of EMG Fund I Management. EMG Fund I owns a 65% interest in EMG NGL HC. The Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Exchange Act. The filing of this report and the inclusion of information herein shall not be considered an admission that any Reporting Person is in fact a member of such a "group" or that such Reporting Person has any liability or obligation under Section 16(b) of the Exchange Act in connection with any such "group" or that for purposes of Section 16 or any other purpose, such Reporting Person is the beneficial owner of any securities in which such Reporting Person does not have a pecuniary interest. EMG NGL HC, LLC By: NGP Midstream & Resources, L.P., its Member By: NGP MR, L.P., its general partner /s/ John T. Raymond Chief Executive Officer and Managing Partner 2013-05-06 EMG NGL HC, LLC By: NGP Midstream & Resources, L.P., its Member By: NGP MR, L.P., its general partner /s/ John G. Calvert Chief Operating Officer and Managing Partner 2013-05-06 NGP Midstream & Resources, L.P. By: NGP MR, L.P., its general partner /s/ John T. Raymond Chief Executive Officer and Managing Partner 2013-05-06 NGP Midstream & Resources, L.P. By: NGP MR, L.P., its general partner /s/ John G. Calvert Chief Operating Officer and Managing Partner 2013-05-06 NGP MR, L.P. By: NGP MR GP, LLC, its general partner /s/ John T. Raymond Chief Executive Officer and Managing Partner 2013-05-06 NGP MR, L.P. By: NGP MR GP, LLC, its general partner /s/ John G. Calvert Chief Operating Officer and Managing Partner 2013-05-06 NGP MR Management, LLC /s/ John T. Raymond Chief Executive Officer and Managing Partner 2013-05-06 NGP MR Management, LLC /s/ John G. Calvert Chief Operating Officer and Managing Partner 2013-05-06 /s/ John T. Raymond 2013-05-06 /s/ John G. Calvert 2013-05-06