Sec Form 4 Filing - Osterman Vincent J @ NGL Energy Partners LP - 2015-08-05

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
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)
08/05/2015
(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 08/05/2015 F( 1 ) 4,710 D $ 25.885 88,263 D
Common Units 122,016 I BY: OSTERMAN FAMILY FOUNDATION ( 2 )
Common Units 110,587 I BY: AO ENERGY, INC. ( 2 )
Common Units 559,784 I BY: MILFORD PROPANE INC. ( 2 ) ( 3 )
Common Units 1,445,850 I BY: OSTERMAN PROPANE INC. ( 2 ) ( 4 )
Common Units 394,350 I BY: E. OSTERMAN, INC. ( 2 )
Common Units 301,700 I BY: E. OSTERMAN GAS SERVICES, INC. ( 2 ) ( 3 )
Common Units 669,300 I BY: E. OSTERMAN PROPANE INC. ( 2 )
Common Units 36,450 I BY: PROPANE GAS, INC. THROUGH PROPANE GAS, LLC ( 2 )
Common Units 214,600 I BY: SAVEWAY PROPANE GAS SERVICES, INC. ( 2 )
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/ Sharra Straight, as Attorney-in-Fact 08/06/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Units were withheld by the Issuer to satisfy the tax withholding upon vesting of restricted units. This is not an open market sale of securities.
( 2 )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.
( 3 )Mr. Osterman holds no equity interest in this entity.
( 4 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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