Sec Form 4 Filing - Foster Micah C. @ LEGACY RESERVES LP - 2018-09-20

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Foster Micah C.
2. Issuer Name and Ticker or Trading Symbol
LEGACY RESERVES LP [ LGCY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CAO and Controller
(Last) (First) (Middle)
303 W. WALL STREET, SUITE 1800
3. Date of Earliest Transaction (MM/DD/YY)
09/20/2018
(Street)
MIDLAND, TX79701
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 representing limited partner interests 09/20/2018 M 54,605 A 78,437 D
Units representing limited partner interests 09/20/2018 M 146,849 A 225,286 D
Units representing limited partner interests 09/20/2018 D 146,849 D $ 4.84 78,437 D
Units representing limited partner interests 09/20/2018 M 90,481 A 168,918 D
Units representing limited partner interests 09/20/2018 D 90,481 D $ 4.84 78,437 D
Units representing limited partner interests 09/20/2018 D 78,437 D 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units ( 2 ) 09/20/2018 M 54,605 ( 3 ) ( 3 ) Units 54,605 ( 2 ) 0 D
Phantom Units ( 2 ) 09/20/2018 M 146,849 ( 4 )( 5 ) ( 4 )( 5 ) Units 146,849 ( 2 ) 0 D
Phantom Units ( 2 ) 09/20/2018 M 90,481 ( 6 ) ( 6 ) Units 90,481 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foster Micah C.
303 W. WALL STREET, SUITE 1800
MIDLAND, TX79701
CAO and Controller
Signatures
/s/ Dan G. LeRoy, as attorney-in-fact for Micah C. Foster 09/24/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the corporate reorganization of the Issuer from a master limited partnership to a corporation (the "Corporate Reorganization"), each outstanding unit representing a limited partner interest in the Issuer ("Unit") was converted into the right to receive one share of common stock, $0.01 par value per share, of Legacy Reserves Inc. ("New Legacy Common Stock").
( 2 )Each phantom unit represents the economic equivalent of a Unit.
( 3 )These phantom unites were granted pursuant to an awards agreement that provided for settlement in Units and were scheduled to vest as follows: (i) 14,674 phantom units subject to vesting on February 18, 2019; (ii) 14,868 phantom units subject to vesting on February 18, 2020; and (iii) 25,063 phantom units subject to vesting on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in Units.
( 4 )These phantom units were granted pursuant to an award agreement that provided for settlement in cash and provided for cliff vesting in the third year after grant, subject to the achievement of certain performance-based criteria during the three fiscal years prior to the vesting date. The vesting schedule was as follows: 83,850 phantom units on February 18, 2019; (ii) 59,472 phantom units on February 19, 2010; and (iii) 150,376 phantom units on February 18, 2021.
( 5 )In connection with the Corporate Reorganization, 146,849 of these phantom units automatically vested in full and were settled in cash. Another 146,849 phantom unites were forfeited.
( 6 )These phantom units were granted pursuant to an award agreement that provided for settlement in cash and were scheduled to vest as follows: (i) 48,214 phantom units on February 18, 2019; (ii) 29,736 phantom units on February 18, 2020; and (iii) 12,531 phantom units on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in cash.

Remarks:
Chief Accounting Officer and Controller of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP.

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