Sec Form 4 Filing - Baines Creek Capital, LLC @ LEGACY RESERVES LP - 2018-08-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Baines Creek Capital, LLC
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)
11940 JOLLYVILLE, SUITE 210-S
3. Date of Earliest Transaction (MM/DD/YY)
08/24/2018
(Street)
AUSTIN, TX78759
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
Common ( 1 ) ( 2 ) 08/24/2018 P 8,300 ( 3 ) A $ 5.29 14,804,275 ( 4 ) D
Common ( 1 ) ( 2 ) 08/27/2018 P 20,550 ( 5 ) A $ 5.26 14,824,825 ( 6 ) D
Common ( 1 ) ( 2 ) 08/28/2018 P 31,826 ( 7 ) A $ 5.3 14,856,651 ( 8 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baines Creek Capital, LLC
11940 JOLLYVILLE
SUITE 210-S
AUSTIN, TX78759
X
Signatures
/s/ Brian Williams 08/28/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being jointly filed by Baines Creek Partners, L.P., a Delaware limited partnership (BCP), Baines Creek Special Purpose Partners, L.P., a Delaware limited partnership (BCSPP), Kevin Tracy, a United States citizen (KT), Jeremy Carter a United States citizen (JC), James Schumacher, a United States citizen (JS), and Brian Williams a United States citizen (BW). The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.
( 2 )Baines Creek GP the general partner of BCP and BCSPP has the power to direct the affairs of BCP and BCSPP, including the voting and disposition of shares. As the discretionary investment manager of these Funds and certain other accounts, Baines Creek Capital has power to direct the voting and disposition of shares held by these Funds and such accounts. Messrs. Tracy, Carter, Schumacher and Williams are affiliated persons of Baines Creek Capital and in this capacity direct the operations of BCP and BCSPP and the voting and disposition of shares held by these Funds and separate client accounts managed by Baines Creek Capital. Baines Creek Capital and Messrs. Tracy, Carter, Schumacher and Williams may also be deemed to beneficially own indirect pecuniary interest as the result of performance-based fees and profit allocations. Each of Baines Creek Capital and Messrs. Tracy, Carter, Schumacher and Williams disclaims such beneficial ownership except to the extent ultimately realized.
( 3 )The aggregate number of shares of common stock purchased on August 24, 2018 was 8,300 shares and such shares were purchased by the Reporting Persons in the following amounts: BCP = 0 shares; BCSPP = 8,300 shares; KT = 0 shares; JC = 0 shares; JS = 0 shares, and BW = 0 shares.
( 4 )14,804,275 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons and is owned as follows: BCP = 7,663,300 shares directly owned by it; BCSPP = 6,514,090 shares directly owned by it; KT = 6,510 shares directly owned by him; JC = 142,317 shares directly owned by him; JS = 4,686 shares directly owned by him, and BW = 473,372 shares directly owned by him.
( 5 )The aggregate number of shares of common stock purchased on August 27, 2018 was 20,550 shares and such shares were purchased by the Reporting Persons in the following amounts: BCP = 0 shares; BCSPP = 20,550 shares; KT = 0 shares; JC = 0 shares; JS = 0 shares, and BW = 0 shares.
( 6 )14,824,825 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons and is owned as follows: BCP = 7,663,300 shares directly owned by it; BCSPP = 6,534,640 shares directly owned by it; KT = 6,510 shares directly owned by him; JC = 142,317 shares directly owned by him; JS = 4,686 shares directly owned by him, and BW = 473,372 shares directly owned by him.
( 7 )The aggregate number of shares of common stock purchased on August 28, 2018 was 31,826 shares and such shares were purchased by the Reporting Persons in the following amounts: BCP = 0 shares; BCSPP = 31,826 shares; KT = 0 shares; JC = 0 shares; JS = 0 shares, and BW = 0 shares.
( 8 )14,856,651 shares of common stock is the aggregate number of shares of common stock owned by the Reporting Persons and is owned as follows: BCP = 7,663,300 shares directly owned by it; BCSPP = 6,566,466 shares directly owned by it; KT = 6,510 shares directly owned by him; JC = 142,317 shares directly owned by him; JS = 4,686 shares directly owned by him, and BW = 473,372 shares directly owned by him.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.