UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

September 1819, 2018 ~~(September 18, 2018)~~

Date of Report (Date of earliest event reported)

Legacy Reserves LP

(Exact name of registrant as specified in its charter)

Delaware

001-33249

16-1751069

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

303 W. Wall St, Suite 1800, Midland, TX 79701

(Address of principal executive offices) (Zip Code)

(432) 689-5200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0201 ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets.

AsOn ~~previously disclosed, on July~~September 920, 2018, Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), ~~entered~~completed ~~into~~the previously announced transactions contemplated by the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated July 9, 2018, by and among the Partnership, Legacy Reserves Inc., a Delaware corporation (the “Company”), Legacy Reserves GP, LLC, a Delaware limited liability company and ~~the~~ general partner of the Partnership (the “General Partner”), and Legacy Reserves ~~Inc.~~Merger Sub LLC, a Delaware ~~corporation~~limited liability company and a wholly owned subsidiary of the ~~General~~Company ~~Partner~~ (“~~New~~Merger ~~Legacy~~Sub”), and ~~Legacy~~the ~~Reserves~~GP ~~Merger~~Purchase ~~Sub~~Agreement ~~LLC~~(the “GP Purchase Agreement”), adated ~~Delaware limited~~March 23, ~~liability~~2018, ~~company~~by and aamong ~~wholly~~the ~~owned~~Partnership, ~~subsidiary~~the ofGeneral ~~New~~Partner, ~~Legacy~~the Company, Lion GP Interests, LLC (“~~Merger Sub~~Lion LLC”), ~~pursuant~~Moriah toProperties ~~which~~Limited, ~~Merger~~and ~~Sub~~Brothers ~~will~~Production beProperties, ~~merged~~Ltd., ~~with~~Brothers ~~and~~Production ~~into~~Company, ~~the~~Inc., ~~Partnership~~Brothers Operating Company, ~~with~~Inc., ~~the~~J&W ~~Partnership~~McGraw ~~continuing~~Properties, asLtd., ~~the~~DAB ~~surviving~~Resources, ~~entity~~Ltd. and asH2K aHoldings, ~~wholly~~Ltd. ~~owned~~(such transactions ~~subsidiary~~referred ofto ~~New~~herein ~~Legacy~~collectively (as the “~~Merger~~Corporate Reorganization”). Pursuant to the terms and conditions set forth in the Merger Agreement and the GP Purchase Agreement, upon the consummation of the Corporate Reorganization:

~~Amendments~~• the Company, which, prior to ~~Grant~~the Corporate Reorganization, was a wholly owned subsidiary of ~~Phantom~~the ~~Units~~General ~~Agreements~~Partner, acquired all of the issued and outstanding limited liability company interests in the General Partner (the “GP Interests”) and became the sole member of the General Partner with the General Partner becoming a subsidiary of the Company; and

On• ~~September 18, 2018,~~ the ~~Compensation~~Partnership ~~Committee~~merged ofwith ~~the~~Merger ~~Board~~Sub ~~of Directors of the General Partner~~ (the “~~GP Board~~Merger”) ~~approved and adopted~~, ~~subject~~with to the ~~approval~~Partnership ofcontinuing as the GPsurviving ~~Board~~entity and ~~the~~as ~~Board~~a ofsubsidiary ~~Directors~~ of ~~New Legacy (~~the ~~“New Legacy Board”)~~Company, awith ~~form~~the oflimited ~~Amendment~~partner tointerests ~~Grant~~in ofthe ~~Phantom~~Partnership ~~Units~~(other ~~Agreement~~than tothe beincentive ~~entered~~distribution ~~into~~units byin the Partnership, ~~New~~(the ~~Legacy~~“IDUs”)) ~~and~~being ~~certain~~exchanged ~~of the~~for ~~General~~shares ~~Partners’~~of ~~executive~~common ~~officers~~stock, ~~including~~par ~~each~~value $0.01, of the ~~General~~Company ~~Partners’ named executive officers~~ (the “~~Amendment~~Common Stock”). ~~On September 18, 2018, the GP Board approved~~ and ~~adopted~~ the ~~Amendment~~General ~~and~~Partner oninterest ~~September 18, 2018,~~remaining ~~the New Legacy Board approved and adopted the Amendment~~outstanding.

~~In connection with the~~ Merger, ~~each~~Agreement award previously granted pursuant to the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan, as amended (the “Partnership LTIP”), that is outstanding and unvested immediately prior to the consummation of the Merger will, automatically and without any action on the part of the holder, fully vest or become exercisable in full, as the case may be, and shall be settled in accordance with each award’s applicable award agreement. Certain of these award agreements relating to outstanding phantom units under the Partnership LTIP granted to certain of the General Partner’s executive officers, including each of the named executive officers, provide that such phantom units be settled in cash (the “Cash Settled Awards”). Pursuant to the Amendment, each of the General Partner’s executive officers that are to receive Cash Settled Awards, including each of the named executive officers, will have the option to elect to reinvest any portion of the cash received pursuant to the Cash Settled Awards in shares of New Legacy’s common stock (a “Stock Purchase Election”). Additionally, pursuant to the Amendment, each of the General Partner’s executive officers that are to receive Cash Settled Awards will agree to make a Stock Purchase Election as necessary such that the aggregate amount of cash paid in settlement of any incentive equity-based awards to be settled in connection with the Merger (including all Cash Settled Awards) will not exceed $30 million. The settlement of the Cash Settled Awards will occur on a date or dates selected by New Legacy within 74 days after the consummation of the Merger.

~~The~~Pursuant ~~foregoing~~to ~~description~~the Merger Agreement, at the effective time of the ~~Amendment~~Merger ~~does~~(the ~~not~~“Effective ~~purport~~Time”), to(i) beeach ~~complete~~outstanding ~~and~~unit isrepresenting a ~~qualified~~limited partner interest in ~~its~~the ~~entirety~~Partnership by(a ~~reference~~“Unit” toand collectively, the ~~full~~“Units”) ~~text~~was of converted into the ~~Form~~right to receive one share of ~~Amendment~~Common Stock, (ii) each outstanding 8% Series A Fixed-to-Floating ~~Grant~~Rate ofCumulative ~~Phantom~~Redeemable ~~Units~~Perpetual ~~Agreement~~Preferred Unit representing a limited partner interest in the Partnership (a “Series A Preferred Unit” and collectively, ~~which~~the is“Series ~~filed~~A Preferred asUnits”) ~~Exhibit~~was 10converted into the right to receive 2.192033118 shares of Common Stock, with any rights to ~~this~~accumulated ~~Current~~and ~~Report~~unpaid ondistributions ~~Form~~discharged, and (iii) each outstanding 8% Series B Fixed-Kto-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interests in the Partnership (a “Series B Preferred Unit” and ~~incorporated~~collectively, bythe ~~reference~~“Series ~~herein~~B Preferred Units” and, together with the Units and Series A Preferred Units, the “Partnership Equity”) were converted into the right to receive 2.90650421 shares of Common Stock, with any rights to accumulated and unpaid distributions discharged (such amounts, collectively, the “Merger Consideration”).

~~Item~~2 ~~8.01 Other Events.~~

~~The~~All ~~information~~IDUs issued and outstanding prior to the Corporate Reorganization were automatically cancelled and ~~set~~ceased ~~forth~~to exist. Following the Corporate Reorganization, the General Partner’s general partner interest remains outstanding in ~~Item~~the 5Partnership, unaffected by the Merger.02 ~~above~~No isfractional ~~incorporated~~shares ~~herein~~of byCommon ~~reference~~Stock were issued in the Merger; holders of Series A Preferred Units and Series B Preferred Units will receive cash in lieu of such fractional shares.

2Pursuant to the Merger Agreement and the approval of the board of directors of the General Partner (the “GP Board”), for each named executive officer of the General Partner and for all of the employees of the Partnership, each award previously granted pursuant to the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan, as amended (the “Partnership LTIP”), held by such person that is outstanding and unvested immediately prior to the Effective Time will, automatically and without any action on the part of the holder, fully vest or become exercisable in full, as the case may be, and shall be settled in accordance with each award’s applicable award agreement. Certain of these award agreements relating to outstanding phantom units under the Partnership LTIP granted to certain of the General Partner’s executive officers, including each of the named executive officers, provide that such phantom units be settled in cash (the “Cash Settled Awards”). Pursuant to the Amendments to Grant of Phantom Units Agreement approved by each of the Compensation Committee of the GP Board, the GP Board and the board of directors of the Company (the “Board of Directors”) and entered into by certain of the General Partner’s executive officers that have Cash Settled Awards, including each of the named executive officers (the “Amendments”), each of such executive officers have the option to elect to reinvest any portion of the cash received pursuant to the Cash Settled Awards in Common Stock (a “Stock Purchase Election”). Additionally, pursuant to the Amendments, each of the General Partner’s executive officers that are to receive Cash Settled Awards have agreed to make a Stock Purchase Election as necessary such that the aggregate amount of cash paid in settlement of any incentive equity-based awards being settled in connection with the Corporate Reorganization will not exceed $30 million. Lastly, all amounts previously credited to the named executive officers as distribution equivalent rights under awards granted pursuant to the Partnership LTIP shall continue to remain so credited and payable on the same payment date set forth in the respective award agreements, subject to the same time-based vesting schedule previously included in the award, but without application of any performance factor.

~~Additional~~Pursuant ~~Information~~to ~~and~~the ~~Where~~Merger Agreement, the Company issued approximately 106.1 million shares of Common Stock to ~~Find~~the Itholders of Partnership Equity as the Merger Consideration as described above.

~~This~~The ~~communication~~summary ~~relates~~of to the ~~proposed~~Merger ~~corporate~~Agreement ~~reorganization~~in ~~between~~this ~~the~~Current ~~Partnership~~Report ~~and~~on ~~New~~Form ~~Legacy~~8-K ~~(the~~does ~~“Transaction”).~~not ~~In connection~~purport ~~with~~to ~~the~~be ~~Transaction,~~complete ~~the Partnership~~ and ~~New~~is ~~Legacy~~qualified ~~have~~by ~~prepared~~reference ~~and~~to ~~filed with~~ the ~~U.S.~~full ~~Securities~~text ~~and~~of ~~Exchange~~the ~~Commission~~Merger ~~(the~~Agreement, ~~“SEC”)~~which awas ~~registration~~filed ~~statement~~as onExhibit ~~Form~~2.1 ~~S-4~~to (the ~~“Registration~~ ~~Statement”),~~Partnership’s ~~which~~Current ~~includes~~Report aon ~~preliminary~~Form ~~proxy~~8-K ~~statement~~filed ofwith the ~~Partnership~~Securities and aExchange ~~preliminary~~Commission ~~prospectus of New Legacy~~ (the “~~proxy statement/prospectus~~SEC”). ~~The Registration Statement was declared effective by the SEC~~ on ~~August~~July 312, 2018 and ~~the~~incorporated ~~Partnership~~herein ~~commenced~~by ~~mailing the proxy statement to its unitholders on or about August 3, 2018~~reference.

~~INVESTORS~~GP ~~AND~~Purchase ~~UNITHOLDERS~~Agreement ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTNERSHIP AND NEW LEGACY, AS WELL AS THE PROPOSED TRANSACTION AND RELATED MATTERS.

~~This~~Pursuant ~~communication does not constitute an offer~~ to ~~sell or~~ the ~~solicitation of an offer to buy any securities or a solicitation of any vote or~~GP ~~approval~~Purchase Agreement, ~~nor~~the ~~shall~~Company ~~there~~acquired beall ~~any sale~~ of ~~securities~~the inGP ~~any~~Interests ~~jurisdiction~~from inLion ~~which such offer~~LLC, ~~solicitation~~making orthe ~~sale~~Company ~~would be unlawful prior to registration or qualification under~~ the ~~securities~~sole ~~laws~~member of ~~any~~the ~~such~~General ~~jurisdiction~~Partner. NoThe ~~offering~~aggregate ofconsideration ~~securities shall~~paid ~~be made except~~ by ~~means~~the ofCompany ain ~~prospectus~~exchange ~~meeting~~for the ~~requirements~~GP ofInterests ~~Section 10~~was ~~of the U~~$3.S.0 million, ~~Securities~~plus certain ~~Act~~expenses ofand ~~1933,~~legal ~~as amended~~fees.

A3 free copy of the proxy statement/prospectus and other filings containing information about the Partnership and New Legacy may be obtained at the SEC’s Internet site at www.sec.gov. In addition, the documents filed with the SEC by the Partnership and New Legacy may be obtained free of charge by directing such request to: Legacy Reserves LP, Attention: Investor Relations, at 303 W. Wall, Suite 1800, Midland, Texas 79701 or emailing IR@legacylp.com or calling 855-534-5200. These documents may also be obtained for free from the Partnership’s investor relations website at https://www.legacylp.com/investor-relations.

~~Participants~~The foregoing description of the GP Purchase Agreement does not purport to be complete and is qualified in ~~Solicitation~~its ~~Relating~~entirety by reference to the ~~Transaction~~GP Purchase Agreement, which was filed as Exhibit 2.2 to the Partnership’s Current Report on Form 8-K filed with the SEC on March 26, 2018 and incorporated herein by reference.

~~The~~Item ~~Partnership~~3.01. ~~and~~Notice ~~the General Partner’s directors, executive officers, other members~~ of ~~management~~Delisting ~~and~~or ~~employees~~Failure ~~may be deemed~~ to ~~be participants~~Satisfy ina ~~the~~Continued ~~solicitation~~Listing ofRule ~~proxies~~or ~~from~~Standard; ~~the~~Transfer ~~Partnership’s unitholders in respect~~ of ~~the Transaction that will be described in the proxy statement/prospectus~~Listing. Information regarding the directors and executive officers of the General Partner is contained in the Partnership’s public filings with the SEC, including its definitive proxy statement on Form DEF 14A filed with the SEC on April 6, 2018.

AIn ~~more~~connection ~~complete~~with ~~description~~the isconsummation ~~available~~of inthe Corporate Reorganization, the ~~registration~~NASDAQ ~~statement~~Global Select Market was notified that all outstanding Partnership Equity was converted pursuant to the Merger Agreement into the right to receive the Merger Consideration, subject to the terms and conditions of the ~~proxy~~Merger ~~statement/prospectus~~Agreement. The Partnership requested that the NASDAQ Global Select Market file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Partnership Equity. The Partnership Equity will be suspended from trading on the NASDAQ Global Select Market prior to the opening of trading on September 21, 2018.

3In addition, the Partnership intends to file with the SEC a certification and notice of termination on Form 15 requesting that the Partnership Equity be deregistered under Section 12(g) and 15(d) of the Exchange Act, and that the Partnership’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Partnership Equity be suspended.

~~Cautionary~~Item ~~Statement~~3.03. ~~Relevant~~Material Modification to ~~Forward-Looking~~Rights ~~Information~~of Security Holders.

~~This~~Pursuant ~~communication~~to ~~includes “forward-looking statements” within~~ the ~~meaning~~terms of ~~Section 27A of~~ the ~~Securities~~Merger ~~Act of 1933~~Agreement, ~~as amended,~~at ~~and Section 21E of~~ the ~~Securities~~Effective ~~Exchange Act of 1934~~Time, as(i) each ~~amended,~~Unit ~~including,~~issued ~~without~~and ~~limitation,~~outstanding ~~statements~~was ~~regarding~~converted ~~the~~into ~~expected benefits of~~ the ~~Transaction~~right to ~~the Partnership and its unitholders, final court approval of the~~ ~~Stipulation~~receive ~~and~~one ~~Agreement~~share of ~~Settlement~~Common ~~dated~~Stock, ~~as of July~~(ii) 6,each ~~2018,~~Series ~~the~~A ~~anticipated~~Preferred ~~completion~~Unit ofissued ~~the Transaction or the timing thereof, the expected future growth, dividends, distributions of the reorganized company,~~ and ~~plans~~outstanding ~~and~~was ~~objectives~~converted ~~of management~~into ~~for future operations. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that~~ the ~~Partnership~~right expects, believes or anticipates will or may occur in the future, are forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “schedules,” “estimated,” and similar expressions are intended to ~~identify~~receive ~~such forward-looking statements~~2.92033118 ~~These~~shares ~~forward-looking statements rely on a number~~ of ~~assumptions~~Common ~~concerning~~Stock, ~~future~~with ~~events~~any ~~and~~rights ~~are subject~~ to aaccumulated ~~number of uncertainties, factors~~ and ~~risks,~~unpaid ~~many~~distributions ~~of which are outside the control of the Partnership~~discharged, ~~which could cause results to differ materially from those expected by management of the Partnership. Such risks~~ and ~~uncertainties include, but are not~~ ~~limited~~(iii) each ~~to,~~Series ~~realized~~B ~~oil~~Preferred ~~and~~Unit ~~natural~~issued ~~gas prices; production volumes, lease operating expenses, general~~ and ~~administrative~~outstanding ~~costs~~was ~~and~~converted ~~finding~~into ~~and development costs; future operating results; and~~ the ~~factors~~right ~~set~~to ~~forth~~receive ~~under the heading “Risk Factors” in the Partnership’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K~~2. ~~The~~90650421 ~~reader~~shares ~~should not place undue reliance on these forward-looking statements, which speak only as~~ of ~~the~~Common ~~date of this communication. Unless legally required~~Stock, ~~the~~with ~~Partnership undertakes~~any norights ~~obligation~~ to ~~update~~accumulated ~~publicly~~and ~~any~~unpaid ~~forward-looking~~distributions ~~statements, whether as a result of new information, future events or otherwise~~discharged.

~~Item~~At ~~9.01~~the ~~Exhibits~~Effective Time, holders of the Units, Series A Preferred Units and Series B Preferred Units ceased to have any rights as unitholders of the Partnership, other than the right to receive the Merger Consideration in accordance with the Merger Agreement.

~~(d)~~4 ~~Exhibits.~~

Exhibit No.		Description
10.1		Form of Amendment to Grant of Phantom Units Agreement.

At the Effective Time, each outstanding Partnership restricted unit was converted into the right to receive the Merger Consideration for each Partnership common unit subject to such awards.

4The information set forth in Item 2.01 is incorporated herein by reference.

~~SIGNATURES~~Item 5.01 Changes in Control of Registrant.

~~Pursuant~~The toinformation ~~the~~set ~~requirements~~forth ofin ~~the~~Item ~~Securities~~2.01 ~~Exchange~~is ~~Act~~incorporated ofherein ~~1934, the registrant has duly caused this report to be signed on its behalf~~ by ~~the~~ ~~undersigned hereunto duly authorized~~reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the consummation of the Corporate Reorganization, the Amended and Restated Limited Liability Company Agreement of the General Partner (as amended, the “GP LLC Agreement”) was amended (the “GP LLCA Amendment”). The GP LLCA Amendment amends Exhibit A of the GP LLC Agreement to reflect the Company’s purchase of all of the issued and outstanding limited liability company interests in the General Partner and becoming the sole member of the General Partner pursuant to the GP Purchase Agreement.

The foregoing description of the GP LLCA Amendment does not purport to be complete and is qualified in its entirety by reference to the GP LLCA Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Partnership held a special meeting (the “Special Meeting”) of holders of Units (the “Unitholders”) on September 19, 2018. At the Special Meeting, the Unitholders were requested to consider and vote upon:

•

a proposal to approve the Merger Agreement, by and among the Partnership, the Company, Merger Sub and the General Partner, pursuant to which Merger Sub will be merged with and into the Partnership, with the Partnership continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger Proposal”);

•

a proposal to approve the classification of the Board of Directors in accordance with the Amended and Restated Certificate of Incorporation of the Company, to be in effect following the consummation of the Corporate Reorganization (as defined in the Partnership’s definitive proxy statement filed on August 3, 2018 (the “Proxy Statement”)) (the “Board Classification Proposal”);

•

a proposal to approve the Legacy Reserves Inc. 2018 Omnibus Incentive Plan, to be in effect following the consummation of the Corporate Reorganization (the “LTIP Proposal”);

•

on an advisory, non-binding basis, the compensation payments that may be paid or become payable to the Partnership’s named executive officers in connection with the Corporate Reorganization (the “Compensation Proposal”); and

•

a proposal to adjourn the Special Meeting to a later date or dates, if presented, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal” and, collectively with the Merger Proposal, the Board Classification Proposal, the LTIP Proposal and the Compensation Proposal, the “Proposals”).

The approval of each Proposal required the affirmative vote of the majority of votes cast (abstentions did not count as votes cast for purposes of approval of each of the Proposals). The following are the final voting results on the Proposals considered and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement:

The Merger Proposal was approved by the following vote:


VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
52,205,552	245,333	235,347

The Board Classification Proposal was defeated by the following vote:


VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
24,428,020	28,014,022	244,190

The LTIP Proposal was approved by the following vote:


VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
39,192,709	11,572,849	1,920,674

The Compensation Proposal was approved by the following vote:


VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
47,937,560	2,133,484	2,615,188

The Adjournment Proposal was approved by the following vote:


VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
41,068,222	11,291,888	326,122

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

3.1		Fourth Amendment to Amended and Restated Limited Liability Company Agreement of Legacy Reserves GP, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Legacy Reserves LP

Date: September 18, 2018

/s/ James Daniel Westcott

James Daniel Westcott

President and Chief Financial Officer

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