Filing Details

Accession Number:
0001507929-10-000001
Form Type:
4
Zero Holdings:
No
Publication Time:
2010-12-27 14:56:12
Reporting Period:
2010-12-22
Filing Date:
2010-12-27
Accepted Time:
2010-12-27 14:56:12
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1502012 Qr Energy Lp QRE Crude Petroleum & Natural Gas (1311) 900613069
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1366042 L Alan Smith 1401 Mc Kinney St.
Suite 2400
Houston TX 77010
Chief Executive Officer Yes Yes Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Units Disposition 2010-12-22 0 $0.00 0 No 4 J Indirect See footnote
Common Units Acquisiton 2010-12-22 50,000 $20.00 50,000 No 4 P Direct
Common Units Acquisiton 2010-12-22 11,297,737 $0.00 11,297,737 No 4 J Indirect See footnote
Common Units Acquisiton 2010-12-22 0 $0.00 0 No 4 J Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect See footnote
No 4 P Direct
No 4 J Indirect See footnote
No 4 J Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Units Subordinated units Acquisiton 2010-12-22 7,145,866 $0.00 7,145,866 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
7,155,866 No 4 J Indirect
Footnotes
  1. The Reporting Person serves on the board of directors of, and holds an indirect membership intrest in, QA Global GP, LLC, which is the general partner of QA Holdings, LP, which is the sole member of QA GP, LLC, which is the general partner of The Quantum Aspect Partnership, LP ("QAP"), which is the general partner of each of the Fund Entities. The Reporting Person disclaims beneficial ownership of the common and subordinated units owned by the Fund Entities in excess of his indirect pecuniary interest in the common and subordinated units. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such common or subordinated units for purposes of Section 16 or for any other purpose.
  2. In connection with the closing of the Partnership's initial public offering, QAP's 99.9% limited partner interest in the Partnership was redeemed for $999.
  3. Common units purchased as part of the directed unit program administered in connection with the Partnership's initial public offering, which was completed on December 22, 2010.
  4. In connection with the Partnership's initial public offering, Quantum Resources A1, LP ("QRA"), Quantum Resources B, LP ("QRB"), Quantum Resources C, LP ("QRC"), QAB Carried WI, LP ("QAB"), QAC Carried WI, LP ("QAC") and Black Diamond Resources, LLC ("Black Diamond," and together with QRA, QRB, QRC, QAB and QAC, collectively, the "Fund Entities") contributed certain oil and natural gas properties to the Partnership in exchange for (i) the Partnership's assumption of approximately $200 million of indebtedness, (ii) a distribution of $300 million, (iii) 11,297,737 common units and (iv) 7,145,866 subordinated units.
  5. The Reporting Person controls QR Holdings (QRE), LLC, which holds a 50% membership interest in QRE GP, LLC, which is the general partner of the Issuer (the "General Partner"). The General Partner owns a 0.1% general partner interest in the Partnership. The Reporting Person disclaims beneficial ownership of such general partner interest in excess of his indirect pecuniary interest in such membership interest in the General Partner. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such general partner interest for purposes of Section 16 or for any other purpose.
  6. Each subordinated unit will convert to one common unit at the expiration of the subordination period, which will occur on the later to occur of December 22, 2012 and such date as all arrearages of distributions of the minimum quarterly distribution on all common units have been eliminated.