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Filing Details

Accession Number:: 0001209191-10-040355
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-08-02 13:00:00
Reporting Period:: 2010-07-30

Filing Date:: 2010-08-02
Accepted Time:: 2010-08-02 06:01:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1364541	Eagle Rock Energy Partners L P	EROC	Crude Petroleum & Natural Gas (1311)	680629883

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1032659	A Kenneth Hersh	125 E. John Carpenter Freeway Suite 600 Irving TX 75062		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	Acquisiton	2010-07-30	1,000,000	$0.00	20,083,324	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Footnotes

On July 30, 2010, Eagle Rock Energy Partners, L.P. (the "Issuer") issued 1,000,000 common units to Eagle Rock Holdings, L.P. ("Holdings") as consideration for the Issuer's exercise of the option to acquire all of the membership interests in Eagle Rock Energy G&P, LLC and all of the limited partner interests in Eagle Rock Energy GP, L.P. from Holdings (collectively, the "Interests"), as described in the Amended and Restated Securities Purchase and Global Transaction Agreement dated January 12, 2010 (the "Agreement").
In accordance with the Agreement, Holdings acquired 1,000,000 common units in exchange for the Interests, which have a market value equal to the closing price of the common units on July 30, 2010, the date the common units were acquired by Holdings.
Natural Gas Partners VII, L.P. ("NGP VII") and Natural Gas Partners VIII, L.P. ("NGP VIII") collectively own a majority of the LP interest in Holdings and control the general partner of Holdings. 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. NGP VII is the sole member of NGP Income Management, L.L.C. ("NGP Management").
Kenneth A. Hersh may be deemed to share dispositive power over the units held by NGP VII, thus, he may also be deemed to be the beneficial owner of these units. This report is filed in connection with the Form 4 filed today by Holdings, the general partner of Holdings, Montierra Minerals, Montierra Management LLC, NGP VII, NGP VIII and NGP Management.
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.