UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Legacy Reserves Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

524706108

(CUSIP Number)

BAINES CREEK CAPITAL, LLC

11940 Jollyville Road

Suite 210-S

Austin, Texas 78759

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 1, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 3 to the Schedule 13D (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of BCP, BCSPP, BCP GP, BCSPP GP, BCC, Messrs. Carter, Schumacher, Tracy and Williams is 11940 Jollyville Road, Suite 210-S, Austin, Texas 78759. Ms. Hock’s principal business address is 3331 Westlake Drive, Austin, Texas 78746. Mr. Thacker’s principal business address is 7506 Awty School Lane, Houston, Texas 77055.

(c)       The principal business of each of BCP and BCSPP is investing in securities and engaging in all related activities and transactions. The principal business of BCP GP is serving as the general partner of BCP. The principal business of BCSPP GP is serving as the general partner of BCSPP. The principal business of BCC is serving as the general partner of each of BCP GP and BCSPP GP, and as the investment manager to each of BCP GP, BCSPP GP, BCP and BCSPP. The principal occupation of Messrs. Tracy and Williams are being Managing Partners of BCP GP, BCSPP GP, and BCC. The principal occupation of Messrs. Carter and Schumacher is as employees of BCC, and Mr. Carter is a limited partner of BCSPP GP, and Mr. Schumacher is a limited partner in both BCP GP and BCSPP GP. The principal occupation of Ms. Hock is serving as President of Texans First. Mr. Thacker is retired.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Carter, Schumacher, Tracy, Williams and Thacker and Ms. Hock are citizens of the United States of America.

Item 3 is hereby amended and restated as follows:

The Shares purchased by BCP and BCSPP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate cost of the 14,783,250 Shares directly owned by BCP is approximately $45,220,616, including brokerage commissions. The aggregate cost of the 9,919,802 Shares directly owned by BCSPP is approximately $30,321,053, including brokerage commissions.

The Shares purchased by each of Messrs. Tracy, Carter, Schumacher and Williams and Ms. Hock were purchased with personal funds. The aggregate purchase price of the 7,510 Shares directly owned by Mr. Tracy is approximately $13,923, including brokerage commissions. The aggregate purchase price of the 147,317 Shares beneficially owned by Mr. Carter is approximately $262,001, including brokerage commissions. The aggregate purchase price of the 11,200 Shares directly owned by Mr. Schumacher is approximately $19,932, including brokerage commissions. The aggregate purchase price of the 1,880,109 Shares beneficially owned by Mr. Williams is approximately $2,471,452, including brokerage commissions. The aggregate purchase price of the 285,591 Shares beneficially owned by Ms. Hock is approximately $470,994, including brokerage commissions.

Item 4 is hereby amended to add the following:

On April 1, 2019, BCP delivered a letter to the Issuer nominating a slate of three highly-qualified director candidates, Stacy Hock, William L. Thacker, III and Brian Williams (collectively, the “Nominees”), for election to the Board at the Issuer’s 2019 annual meeting of shareholders. The Reporting Persons believe that the Nominees have the qualifications, experience and skill sets necessary to serve as directors of the Issuer. The Reporting Persons hope to continue to engage in discussions with the Issuer regarding board structure and composition, the Issuer’s financial position and means to enhance shareholder value.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 114,810,671 Shares outstanding, as of March 20, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 22, 2019.

Percentage: Approximately 12.9%

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 14,783,250

4. Shared power to dispose or direct the disposition: 0

Percentage: Approximately 8.6%

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,919,802

4. Shared power to dispose or direct the disposition: 0

Percentage: Approximately 12.9%

2. Shared power to vote or direct vote: 14,783,250

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 14,783,250

Percentage: Approximately 8.6%

2. Shared power to vote or direct vote: 9,919,802

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 9,919,802

Percentage: Approximately 21.5%

2. Shared power to vote or direct vote: 24,703,052

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 24,703,052

Percentage: Approximately 21.5%

2. Shared power to vote or direct vote: 24,703,052

3. Sole power to dispose or direct the disposition: 7,510

4. Shared power to dispose or direct the disposition: 24,703,052

G.        Mr. Carter

Percentage: Less than 1%

2. Shared power to vote or direct vote: 138,317

3. Sole power to dispose or direct the disposition: 9,000

4. Shared power to dispose or direct the disposition: 138,317

H.        Mr. Schumacher

Percentage: Less than 1%

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 11,200

4. Shared power to dispose or direct the disposition: 0

I.       Mr. Williams

Percentage: Approximately 23.2%

2. Shared power to vote or direct vote: 26,403,289

3. Sole power to dispose or direct the disposition: 179,872

4. Shared power to dispose or direct the disposition: 26,403,289

J.       Ms. Hock

Percentage: Less than 1%

2. Shared power to vote or direct vote: 285,591

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 285,591

L.       Mr. Thacker

Percentage: 0%

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended to add the following:

On April 1, 2019 the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) BCP agreed pay directly all pre-approved expenses in connection with the Solicitation. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 3, 2019

SCHEDULE A

Transactions in the Shares since the Filing of Amendment No. 2 to the Schedule 13D

Baines creek partners, l.p.

Brian williams

^* The price reported is an average price. These shares were purchased in multiple transactions at prices ranging from $0.4700 to $1.5000 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

JAMES SCHUMACHER

Kevin TRacy

 Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Legacy Reserves Inc., a Delaware corporation (the “Company”);

WHEREAS, Baines Creek Partners, L.P., Baines Creek Special Purpose Partners, L.P., Baines Creek GP, L.P., Baines Creek SP GP, L.P., Baines Creek Capital, LLC, Jeremy Carter, James Schumacher, Kevin Tracy and Brian Williams (collectively, “Baines Creek”), and Stacy Hock and William L. Thacker, III wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2019 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 1^st day of April 2019 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3.       So long as this agreement is in effect, each of Ms. Hock and Mr. Thacker agrees to provide Baines Creek advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect beneficial ownership so that Baines Creek has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by Ms. Hock and Mr. Thacker. Each of Ms. Hock and Mr. Thacker agrees that he or she shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Baines Creek.

4.       Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

5.       Baines Creek shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

6.       Each of the undersigned agrees that any SEC filing, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Baines Creek, or its representatives, which approval shall not be unreasonably withheld.

7.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/she/it deems appropriate, in his/her/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

8.       This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.       In the event of any dispute arising out of the provisions of this agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10.       Any party hereto may terminate his/her/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Andrew Freedman at Olshan, Fax No. (212) 451-2222.

11.       Each party acknowledges that Olshan shall act as counsel for both the Group and Baines Creek and its affiliates relating to their investment in the Company.

12.       Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.

Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Brian Williams and Kevin Tracy the undersigned’s true and lawful attorneys-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Legacy Reserves Inc., a Delaware corporation (the “Company”), directly or indirectly beneficially owned by Baines Creek Capital, LLC or any of its affiliates (collectively, the “Group”), and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2019 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.       executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.       if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.       executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4.       performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.       taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1^st day of April 2019.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Brian Williams and Kevin Tracy the undersigned’s true and lawful attorneys-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Legacy Reserves Inc., a Delaware corporation (the “Company”), directly or indirectly beneficially owned by Baines Creek Capital, LLC or any of its affiliates (collectively, the “Group”), and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2019 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.       executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.       if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.       executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4.       performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.       taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1^st day of April 2019.