Sec Form 4 Filing - OAKTREE FUND GP II, L.P. @ NGL Energy Partners LP - 2019-05-10

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 OAKTREE FUND GP II, L.P. 2. Issuer Name and Ticker or Trading Symbol NGL Energy Partners LP [ NGL] 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) 333 SOUTH GRAND AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2019 (Street) LOS ANGELES, CA90071 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 10.75% Class A Convertible Preferred Units ( 1 ) 05/10/2019 D( 2 ) 12,473,191 ( 2 ) ( 2 ) Common Units 12,473,191 $ 9.918 0 ( 3 ) I See footnotes ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OAKTREE FUND GP II, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X Oaktree Capital II, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X Oaktree Holdings, Inc. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X Signatures Oaktree Fund GP II, L.P. By: /s/ Henry Orren, Authorized Signatory 05/14/2019 Signature of Reporting Person Date Oaktree Capital II, L.P By: Oaktree Holdings, Inc., its general partner By: /s/ Henry Orren, Authorized Signatory 05/14/2019 Signature of Reporting Person Date Oaktree Holdings, Inc. By: /s/ Henry Orren, Authorized Signatory 05/14/2019 Signature of Reporting Person Date Oaktree Capital Group, LLC By: /s/ Henry Orren, Authorized Signatory 05/14/2019 Signature of Reporting Person Date Oaktree Capital Group Holdings GP, LLC By: /s/ Henry Orren, Authorized Signatory 05/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 10.75% Class A Convertible Preferred Units (the "Preferred Units") are convertible at the quotient (the "Conversion Rate"), per unit and subject to certain adjustments, of (i) $12.035 (the "Class A Preferred Unit Price") and (ii) the Class A Preferred Unit Price; provided, however, that if the volume-weighted average trading price (the "VWAP Price") for the fifteen (15) consecutive trading days ending on the trading day immediately preceding the Initial Conversion Date is less than the Class A Preferred Unit Price (such price, the "Adjusted VWAP Price"), then at all times on and after the Initial Conversion Date, the figure used in clause (ii) shall be the greater of (A) the Adjusted VWAP Price and (B) $5.00 (subject to adjustment for any splits, combinations or recapitalizations). ( 2 )On May 10, 2019, the Issuer redeemed all outstanding Preferred Units for consideration of $13.2385 per unit. ( 3 )The Form 4 filed by the Reporting Persons on April 9, 2019 incorrectly stated the number of securities beneficially owned following the reported redemption of Preferred Units. ( 4 )Highstar Capital NGL Co-Invest Manager LLC ("Highstar Co-Invest") is the managing member of NGL CIV A, LLC ("NGL CIV") and as a result may be deemed to share beneficial ownership of the securities held of record by NGL CIV. Highstar Capital GP IV, L.P. ("Highstar GP IV") is one of two members of Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism") and is the non-member manager of the other member. In addition, Highstar GP IV is the non-member manager of Highstar NGL Main Interco LLC ("Highstar Main") and is the managing member of NGL Prism/IV-A Blocker LLC ("NGL Blocker") and Highstar Co-Invest. As a result, Highstar GP IV may deemed to share beneficial ownership of the securities held of record by Highstar Prism, Highstar Main, NGL CIV and NGL Blocker. ( 5 )Oaktree Capital Group Holdings GP, LLC is the duly elected manager of Oaktree Capital Group, LLC, which is the sole shareholder of Oaktree Holdings, Inc., which is the general partner of Oaktree Capital II, L.P., which is the general partner of Oaktree Fund GP II, L.P., which is the sole shareholder of Highstar Capital GP IV Holdings, which is the sole member of Highstar Capital GP IV, LLC, which is the general partner of Highstar GP IV. Oaktree Capital Group Holdings GP, LLC is managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Preferred Units and Warrants held by Highstar Prism, Highstar Main, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC. Each such entity or person disclaims any such beneficial ownership of such securities.

Remarks: Due to the limitations of the electronic filing system Highstar NGL Prism/IV-A Interco LLC, Highstar NGL Main Interco LLC, NGL CIV A, LLC, NGL Prism/IV-A Blocker LLC, Highstar Capital NGL Co-Invest Manager LLC, Highstar Capital GP IV, L.P., Highstar Capital GP IV, LLC, and Highstar Capital GP IV Holdings are filing a separate Form 4.

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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