Sec Form 4 Filing - Osterman Vincent J @ NGL Energy Partners LP - 2014-10-30

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 Osterman Vincent J 2. Issuer Name and Ticker or Trading Symbol NGL Energy Partners LP [ NGL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Eastern Retail OP (Last) (First) (Middle) ONE MEMORIAL SQUARE, PO BOX 67 3. Date of Earliest Transaction (MM/DD/YY) 10/30/2014 (Street) WHITINSVILLE, MA01588 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 Units 10/30/2014 S( 1 ) 2,500 D $ 34.9323 ( 2 ) 135,316 I BY: OSTERMAN FAMILY FOUNDATION ( 3 ) Common Units 10/31/2014 S( 1 ) 2,500 D $ 34.2391 ( 4 ) 132,816 I BY: OSTERMAN FAMILY FOUNDATION ( 3 ) Common Units 110,587 I BY: AO ENERGY, INC. ( 3 ) Common Units 559,784 I BY: MILFORD PROPANE INC. ( 3 ) ( 5 ) Common Units 1,445,850 I BY: OSTERMAN PROPANE INC. ( 3 ) ( 6 ) Common Units 394,350 I BY: E. OSTERMAN, INC. ( 3 ) Common Units 301,700 I BY: E. OSTERMAN GAS SERVICES, INC. ( 3 ) ( 5 ) Common Units 669,300 I BY: E. OSTERMAN PROPANE INC. ( 3 ) Common Units 36,450 I BY: PROPANE GAS, INC. THROUGH PROPANE GAS, LLC ( 3 ) Common Units 214,600 I BY: SAVEWAY PROPANE GAS SERVICES, INC. ( 3 ) Common Units 31,458 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 Osterman Vincent J ONE MEMORIAL SQUARE, PO BOX 67 WHITINSVILLE, MA01588 X President, Eastern Retail OP Signatures /s/ Vincent J. Osterman 11/03/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the Osterman Family Foundation on February 19, 2014. ( 2 )The price is the weighted average price for the common units reported on this line. The range of prices from the transactions reported on this line is between $34.51 and $35.51 per unit. Complete information regarding the number of common units sold at each separate price will be provided upon request by the Commission Staff, the issuer or a security holder of the issuer. ( 3 )Vincent J. Osterman may be deemed to have shared voting or investment power over these securities. Mr. Osterman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose. ( 4 )The price is the weighted average price for the common units reported on this line. The range of prices from the transactions reported on this line is between $33.95 and $34.48 per unit. Complete information regarding the number of common units sold at each separate price will be provided upon request by the Commission Staff, the issuer or a security holder of the issuer. ( 5 )Mr. Osterman holds no equity interest in this entity. ( 6 )These securities are held directly by Osterman Propane, Inc. Osterman Propane, Inc. disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.

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.