Sec Form 4 Filing - Morris William M @ LEGACY RESERVES LP - 2012-02-18

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 Morris William M 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) VP and CAO (Last) (First) (Middle) 303 W. WALL STREET, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2012 (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 02/18/2012 M 3,787 A $ 0 ( 1 ) 8,864 D Units representing limited partner interests 02/18/2012 D 3,787 D $ 29.67 ( 2 ) 5,077 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 ( 1 ) 02/18/2012 M 3,787 ( 3 )( 4 ) ( 3 )( 4 ) Units 3,787 $ 0 ( 1 ) 17,219 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morris William M 303 W. WALL STREET, SUITE 1400 MIDLAND, TX79701 VP and CAO Signatures /s/ William M. Morris 02/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each phantom unit represents the economic equivalent of a unit representing a limited partner interest in Legacy Reserves LP. ( 2 )Reflects the closing price of the units on February 17, 2012. ( 3 )Phantom units vest annually in one-third increments on February 18th of each applicable year and are payable in cash or, at the discretion of the compensation committee of the board of directors of the general partner of the Issuer, in units. ( 4 )Pursuant to the achievement of certain objective, performance-based criteria, 753 phantom units and 542 phantom units, or 32.27% each of the phantom units eligible to vest for the year ended December 31, 2011, granted on February 18, 2010 and February 18, 2011, respectively, vested. Accordingly, the remaining aggregate 2,717 phantom units eligible to vest during 2012 with respect to the February 18, 2010 and February 18, 2011 phantom unit grants did not vest and were forfeited. Additionally, 1,462 phantom units (the second tranche of the 2010 subjective phantom unit grant) and 1,030 phantom units (the first tranche of the 2011 subjective phantom unit grant), vested. ( 5 )Includes the remaining 3,794 phantom units, 5,417 phantom units and 8,008 phantom units from the phantom units granted on February 18, 2010, February 18, 2011 and February 2, 2012, respectively.

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

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).

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