SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SPRUCE HOUSE PARTNERS LP

(Last) (First) (Middle)
6 EAST 43RD STREET
23RD FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LL&E ROYALTY TRUST [ LRTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Not subject to Section 16
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Units of Beneficial Interest 12/23/2010 S 293,564(1) D $0.75 0 D(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SPRUCE HOUSE PARTNERS LP

(Last) (First) (Middle)
6 EAST 43RD STREET
23RD FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Not subject to Section 16
1. Name and Address of Reporting Person*
Spruce House Capital LLC

(Last) (First) (Middle)
6 EAST 43RD STREET
23RD FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Not subject to Section 16
Explanation of Responses:
1. These Units of Beneficial Interest (the "Units") were directly owned by The Spruce House Partnership LP, formerly known as Spruce House Partners LP. Each of Messrs. Benjamin Stein and Zachary Sternberg and Spruce House Capital LLC disclaimed beneficial ownership of these Units except to the extent of his or its respective pecuniary interests therein, if any.
2. Each of The Spruce House Partnership LP ("SHP"), Spruce House Capital LLC ("SHC"), general partner of SHP, Benjamin Stein and Zachary Sternberg (together with SHP, SHC, Mr. Stein, the "Spruce House Parties"), each Managing Members of SHC, may have been deemed to have been a group (for the purpose of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended ("Exchange Act") with Robotti & Company, LLC ("Robotti & Company"), Robotti & Company Advisors, LLC ("Robotti & Company Advisors"),
3. Due to a 1000 character limit, Footnotes 3 is a continuation of Footnote 2: Robotti & Company, Incorporated ("ROBT"), The Ravenswood Investment Company, L.P. ("RIC"), Ravenswood Investments III, L.P. ("RI"), Ravenswood Management Company, L.L.C. ("RMC"), Robert E. Robotti and Kenneth R. Wasiak (together with Robotti & Company, Robotti & Company Advisors, ROBT, RIC, RI, RMC and Mr. Robotti, the "Robotti Parties"), due to a Joint Filing Agreement dated as of September 2, 2009 among such persons. Each of the Spruce House Parties disclaims beneficial ownership of any Units owned by any of the Robotti Parties.
Remarks:
ADDITIONAL JOINT FILERS: Benjamin Stein Zachary Sternberg Address for Mr. Stein and Mr. Sternberg: 6 East 43rd Street 23rd Floor New York, NY 10017 Date of Event Requiring Statement: December 23, 2010
/s/ Benjamin Stein, Managing Member of Spruce House Capital LLC, general partner of The Spruce House Partnership LP 12/28/2010
/s/ Benjamin Stein 12/28/2010
/s/ Zachary Sternberg 12/28/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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