Sec Form 4 Filing - Foster Micah C. @ LEGACY RESERVES LP - 2017-03-01

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) 03/01/2017 (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

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 ) 03/01/2017 A 14,868 ( 2 ) 02/18/2020 Units 14,868 $ 0 ( 1 ) 53,464 ( 3 ) D Phantom Units ( 1 ) 03/01/2017 A 59,472 ( 4 )( 5 ) 02/18/2020 Units 59,472 $ 0 ( 1 ) 143,322 ( 6 ) D Phantom Units ( 1 ) 03/01/2017 A 29,736 ( 5 ) 02/18/2020 Units 29,736 $ 0 ( 1 ) 77,950 ( 7 ) 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 03/03/2017 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 )The phantom units reported on this Form 4 are subject to vesting on February 18, 2020 and are payable in units. ( 3 )Includes the remaining 23,922 phantom units and 14,674 phantom units from the phantom units granted on February 24, 2015 and June 22, 2016, respectively. ( 4 )Represents maximum possible number of phantom units subject to cliff vesting after a three year period ending on February 18, 2020, or 200% of the target amount. The number of phantom units that vest on February 18, 2020 is subject to the achievement of certain objective, performance-based criteria during the three fiscal years prior to the vesting date. If none or only a portion of phantom units vest as a result of specified performance levels not being met, such number of phantom units that fail to vest will be forfeited. ( 5 )The phantom units reported on this Form 4 are subject to vesting on February 18, 2020 and are payable in cash. ( 6 )Includes the remaining 83,850 phantom units from the phantom units granted on June 22, 2016. ( 7 )Includes the remaining 48,214 phantom units from the phantom units granted on June 22, 2016.

Remarks: Chief Accounting Officer and Controller 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).

** 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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