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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Brown Cary D 303 W. WALL, SUITE 1400 MIDLAND, TX 79701 |
X | X | Chairman and CEO | |
| /s/ Cary D. Brown | 12/27/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Reflects the pro rata distribution, not for value, of 800,000 units representing limited partner interests in Legacy Reserves, LP ("Legacy") to each of Mr. Dale A. Brown ("Mr. D. Brown") and Mr. Cary D. Brown (the reporting person, or "Mr. C. Brown") as the two limited partners of Moriah Properties, Ltd. ("Moriah Properties") and as the two shareholders of Moriah Resources, Inc. ("Moriah Resources"), the general partner of Moriah Properties, or an aggregate distribution of 1,600,000 units. Moriah Properties and Moriah Resources are both controlled by Mr. D. Brown and Mr. C. Brown. As a result of the pro rata distribution, Mr. C. Brown's beneficial ownership in 800,000 units changed from indirect to direct. In prior reports, the reporting person reported indirect beneficial ownership of these units. |
| (2) | Includes 2,791,408 units held by Moriah Properties and 33,672 units held by Moriah Resources. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of all of the reported units for purposes of Section 16 or for any other purpose. |
| (3) | Reflects the contribution of units representing limited partner interests in Legacy to Cary Brown Family LP ("C. Brown Family LP"). This transaction changed Mr. C. Brown's beneficial ownership in 800,000 units from direct to indirect. C & J Management, LLC ("C & J Management") is the sole general partner of C. Brown Family LP, and Mr. C. Brown and his wife, Jill Brown, are each 50% members in C& J Management. |
| (4) | Includes 2,791,408 units held by Moriah Properties, 33,672 units held by Moriah Resources, and 800,000 units held by C. Brown Family LP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of all of the reported units for purposes of Section 16 or for any other purpose. |
| (5) | On 12/26/12, Mr. D. Brown and his wife, Mrs. Rita F. Brown (i) gifted a portion of their limited partnership interest in DAB Family Properties, Ltd. ("DAB Family Properties") to the Brown Heirs 2012 Trust (the "Trust"), of which Mr. C. Brown is both a co-trustee and a beneficiary, and (ii) sold the remaining 56.46% limited partnership interest in DAB Family Properties to the Trust for an aggregate purchase price of $10,000,000.00. DAB Family Properties holds 800,000 units representing limited partner interests in Legacy. |
| (6) | Includes 2,791,408 units held by Moriah Properties, 33,672 units held by Moriah Resources, 800,000 units held by the Trust through DAB Family Properties, and 800,000 units held by C. Brown Family LP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of all of the reported units for purposes of Section 16 or for any other purpose. |
| Remarks: Chairman and Chief Executive Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP | |