Sec Form 4 Filing - McGoldrick John R. @ Vanguard Natural Resources, LLC - 2013-01-11

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 McGoldrick John R. 2. Issuer Name and Ticker or Trading Symbol Vanguard Natural Resources, LLC [ VNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7700 SAN FELIPE, SUITE 485 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2013 (Street) HOUSTON, TXUS 77063 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 ) 01/11/2013 A( 2 ) 4,671 ( 2 ) 01/11/2014( 2 ) ( 2 ) Common Units 4,671 $ 0 4,671 D

Reporting Owners Reporting Owner Name / Address Relationships Di rector 10% Owner Officer Other McGoldrick John R. 7700 SAN FELIPE SUITE 485 HOUSTON, TXUS 77063 X Signatures /s/ John R. McGoldrick 01/28/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each phantom unit gives the holder the right to receive a common unit equal to the number of phantom units or the cash value of the vested phantom units as determined by the Compensation Committee in its discretion. ( 2 )The phantom units were granted pursuant to a Written Consent of Directors dated January 11, 2013. Each phantom unit is the equivalent in value to a common unit but is subject to a one year vesting period which is January 11, 2014. The phantom units are accompanied by dividend equivalent rights ("DER"), which entitle the director to receive the value of any dividends made by the Company on its units generally with respect to the number of phantom units that director received pursuant to this grant.

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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