Sec Form 4 Filing - Brothers Production Properties, Ltd. @ LEGACY RESERVES LP - 2007-12-27

Insider filing report for Changes in Beneficial Ownership
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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
Brothers Production Properties, Ltd.
2. Issuer Name and Ticker or Trading Symbol
LEGACY RESERVES LP [ LGCY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
303 W. WALL STREET, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
12/27/2007
(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 12/27/2007 J( 1 ) 74,551 A $ 0 2,998,363 D
Units representing limited partner interests 12/27/2007 J( 2 ) 642,166 D $ 0 2,356,197 D
Units representing limited partner interests 12/27/2007 J( 1 ) 74,551 D $ 0 383,417 I See Footnote ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brothers Production Properties, Ltd.
303 W. WALL STREET
SUITE 1400
MIDLAND, TX79701
X
Signatures
/s/ Steven H. Pruett, as attorney-in-fact for Brothers Production Properties, Ltd. 12/31/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects pro rata distribution of units made to the partners of MBN Properties LP, which were previously reported by the reporting person as indirectly beneficially owned.
( 2 )Reflects pro rata distribution of 642,166 units made to the partners of Brothers Production Properties, Ltd.
( 3 )Following pro rata distribution to its partners by MBN Properties LP on December 27, 2007, Brothers Production Properties, Ltd. indirectly beneficially owns an additional 383,417 units through its interest in MBN Properties LP, which holds 2,642,438 units. This assumes that the 2,642,438 units held by MBN Properties LP. will be distributed to the partners of MBN Properties 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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