Sec Form 4 Filing - Foster Micah C. @ LEGACY RESERVES LP - 2016-02-18

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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, SUITE 1800
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2016
(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 02/18/2016 M 780 A $ 0 ( 1 ) 15,709 ( 2 ) D
Units representing limited partner interests 02/18/2016 F 368 D $ 0.86 ( 3 ) 15,341 ( 2 ) 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 ) 02/18/2016 M 780 ( 4 )( 5 ) ( 4 )( 5 ) Units 780 $ 0 33,273 ( 5 ) ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foster Micah C.
303 W. WALL, SUITE 1800
MIDLAND, TX79701
CAO and Controller
Signatures
/s/ Micah C. Foster 03/07/2016
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 )Includes 6,000 restricted units scheduled to vest on May 19, 2017.
( 3 )Reflects the closing price of the units on February 18, 2016.
( 4 )Phantom units granted prior to March 3, 2014 vest annually in one-third increments on February 18th of each applicable year and are payable in units. Phantom units granted on or after March 3, 2014 vest on February 18th in the third year after grant and are payable in units.
( 5 )Pursuant to the achievement of certain objective, performance-based criteria, 86 of the phantom units eligible to vest for the year ended December 31, 2015, granted on March 7, 2013, vested, and 1,062 phantom units were forfeited. With respect to the subjective phantom unit grants, 694 phantom units (the third tranche of the 2013 subjective phantom unit grant) vested.
( 6 )Includes the remaining 9,351 phantom units and 23,922 phantom units from the phantom units granted on March 3, 2014 and February 24, 2015, respectively.

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

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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