EAGLE ROCK ENERGY PARTNERS L P·4

Aug 17, 5:10 PM ET

EAGLE ROCK ENERGY PARTNERS L P 4

4 · EAGLE ROCK ENERGY PARTNERS L P · Filed Aug 17, 2011

Insider Transaction Report

Form 4
Period: 2011-08-15
HERSH KENNETH A
Director10% Owner
Transactions
  • Exercise of In-Money

    Warrants

    2011-08-15770,824736,252 total
    Exercise: $6.00From: 2010-08-15Exp: 2012-05-15Common Units Representing Limited Partner Interest (770,824 underlying)
  • Exercise of In-Money

    Common Units Representing Limited Partner Interest

    2011-08-15$6.00/sh+651,618$3,909,70850,665,068 total
  • Exercise of In-Money

    Warrants

    2011-08-15675,251736,252 total
    Exercise: $6.00From: 2010-08-15Exp: 2012-05-15Common Units Representing Limited Partner Interest (675,251 underlying)
  • Exercise of In-Money

    Warrants

    2011-08-151,507,669736,252 total
    Exercise: $6.00From: 2010-08-15Exp: 2012-05-15Common Units Representing Limited Partner Interest (1,507,669 underlying)
  • Exercise of In-Money

    Warrants

    2011-08-15370,000736,252 total
    Exercise: $6.00From: 2010-08-15Exp: 2012-05-15Common Units Representing Limited Partner Interest (370,000 underlying)
  • Exercise of In-Money

    Common Units Representing Limited Partner Interest

    2011-08-15$6.00/sh+770,824$4,624,94450,665,068 total
  • Exercise of In-Money

    Common Units Representing Limited Partner Interest

    2011-08-15$6.00/sh+675,251$4,051,50650,665,068 total
  • Exercise of In-Money

    Common Units Representing Limited Partner Interest

    2011-08-15$6.00/sh+1,507,669$9,046,01450,665,068 total
  • Exercise of In-Money

    Common Units Representing Limited Partner Interest

    2011-08-15$6.00/sh+370,000$2,220,00050,665,068 total
  • Exercise of In-Money

    Warrants

    2011-08-15651,618736,252 total
    Exercise: $6.00From: 2010-08-15Exp: 2012-05-15Common Units Representing Limited Partner Interest (651,618 underlying)
Footnotes (7)
  • [F1]Represents the exercise of warrants to purchase 770,824 common units representing limited partner interests by ERH NGP 7 SPV, LLC ("SPV 7"). SPV 7 is a wholly owned subsidiary of Eagle Rock Holdings NGP 7, LLC ("NGP 7"), which is a wholly owned subsidiary of Natural Gas Partners VII, L.P. ("NGP VII").
  • [F2]Represents the exercise of warrants to purchase 1,507,669 common units representing limited partner interests by ERH NGP 8 SPV, LLC ("SPV 8"). SPV 8 is a wholly owned subsidiary of Eagle Rock Holdings NGP 8, LLC ("NGP 8"), which is a wholly owned subsidiary of Natural Gas Partners VIII, L.P. ("NGP VIII").
  • [F3]Represents the exercise of warrants to purchase 370,000 common units representing limited partner interests by Montierra Minerals & Production, L.P. NGP VII owns a majority of the LP interest in Montierra Minerals & Production, L.P. ("Montierra Minerals") and controls the general partner of Montierra Minerals.
  • [F4]Represents the exercise of warrants to purchase 651,618 common units representing limited partner interests by NGP VII.
  • [F5]Represents the exercise of warrants to purchase 675,251 common units representing limited partner interests by NGP VIII.
  • [F6]Kenneth A. Hersh may be deemed to share dispositive power over the units held by NGP VII and NGP VIII, thus, he may also be deemed to be the beneficial owner of the common units. This report is filed in connection with the Form 4 filed today by Montierra Minerals, NGP VII, NGP VIII, NGP 7, NGP 8, SPV 7 and SPV 8.
  • [F7]The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

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