Filing Details
- Accession Number:
- 0001193125-16-597270
- Form Type:
- 13G Filing
- Publication Date:
- 2016-05-20 13:18:34
- Filed By:
- Montierra Minerals & Production, L.p.
- Company:
- Vanguard Natural Resources Inc. (NASDAQ:VNRR)
- Filing Date:
- 2016-05-20
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Montierra Minerals Production | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Montierra Management | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Natural Gas Partners VII | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Natural Gas Partners VIII | 0 | 0 | 0 | 0 | 0 | 0.0% |
| NGP Income Management | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Eagle Rock Holdings NGP 7 | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Eagle Rock Holdings NGP 8 | 0 | 0 | 0 | 0 | 0 | 0.0% |
| ERH NGP | 0 | 0 | 0 | 0 | 0 | 0.0% |
| ERH NGP | 0 | 0 | 0 | 0 | 0 | 0.0% |
| NGP Income Co-Investment Opportunities Fund II | 0 | 0 | 0 | 0 | 0 | 0.0% |
| NGP Energy Capital Management | 0 | 0 | 0 | 0 | 0 | 0.0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Vanguard Natural Resources, LLC
(Name of Issuer)
Common units representing limited liability company interests
(Title of Class of Securities)
92205F106
(CUSIP Number)
May 20, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
Montierra Minerals & Production, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
2
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
Montierra Management LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
3
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
Natural Gas Partners VII, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
4
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
Natural Gas Partners VIII, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
5
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
NGP Income Management L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
6
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
Eagle Rock Holdings NGP 7, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
7
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
Eagle Rock Holdings NGP 8, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
8
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
ERH NGP 7 SPV, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
9
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
ERH NGP 8 SPV, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
10
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
NGP Income Co-Investment Opportunities Fund II, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
11
| CUSIP No. 92205F106 |
| 1 | Name of Reporting Person:
NGP Energy Capital Management, L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
12
| Item 1(a). | Name of Issuer: |
Vanguard Natural Resources, LLC (the Issuer)
| Item 1(b). | Address of Issuers Principal Executive Offices: |
5847 San Felipe, Suite 3000
Houston, Texas 77057
| Item 2(a). | Names of Persons Filing: |
This Amendment No. 1 to Schedule 13G, which amends the Schedule 13G (the Original Schedule 13G) filed with the Securities and Exchange Commission on October 13, 2015, is being filed by each of the following persons (each, a Reporting Person and together, the Reporting Persons):
| (i) | Montierra Minerals & Production, L.P., | |||
| (ii) | Montierra Management LLC, | |||
| (iii) | Natural Gas Partners VII, L.P., | |||
| (iv) | Natural Gas Partners VIII, L.P., | |||
| (v) | NGP Income Management L.L.C., | |||
| (vi) | Eagle Rock Holdings NGP 7, LLC, | |||
| (vii) | Eagle Rock Holdings NGP 8, LLC, | |||
| (viii) | ERH NGP 7 SPV, LLC, | |||
| (ix) | ERH NGP 8 SPV, LLC, | |||
| (x) | NGP Income Co-Investment Opportunities Fund II, L.P. and | |||
| (xi) | NGP Energy Capital Management, L.L.C. |
The Reporting Persons are a party to a certain Joint Filing Agreement, a copy of which is filed with the Original Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons agreed to file the Original Schedule 13G and any amendments thereto, jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended.
| Item 2(b). | Address or Principal Business Office or, if none, Residence: |
| (i) | The address of each Reporting Person other than Montierra Minerals & Production, L.P. and Montierra Management LLC is: |
| 5221 N. OConnor Blvd., Suite 1100 |
| Irving, Texas 75039 |
| (ii) | The address of Montierra Minerals & Production, L.P. and Montierra Management LLC is: |
| 16107 Kensington Drive #257 |
| Sugar Land, Texas 77479 |
| Item 2(c). | Citizenship: |
| (i) | Montierra Minerals & Production, L.P. | Texas | ||||
| (ii) | Montierra Management LLC | Texas | ||||
| (iii) | Natural Gas Partners VII, L.P. | Delaware | ||||
| (iv) | Natural Gas Partners VIII, L.P. | Delaware | ||||
| (v) | NGP Income Management L.L.C. | Texas | ||||
| (vi) | Eagle Rock Holdings NGP 7, LLC | Delaware | ||||
| (vii) | Eagle Rock Holdings NGP 8, LLC | Delaware | ||||
| (viii) | ERH NGP 7 SPV, LLC | Delaware | ||||
| (ix) | ERH NGP 8 SPV, LLC | Delaware | ||||
| (x) | NGP Income Co-Investment Opportunities Fund II, L.P. | Delaware | ||||
| (xi) | NGP Energy Capital Management, L.L.C. | Texas |
13
| Item 2(d). | Title of Class of Securities: |
Common units representing limited liability company interests
| Item 2(e). | CUSIP Number: |
92205F106
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership: |
The information contained in the cover pages hereto is incorporated by reference into this Item 4.
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
14
connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11 under the Securities Exchange Act of 1934.
15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 20, 2016
| MONTIERRA MINERALS & PRODUCTION, L.P. | ||
| By its general partner, Montierra Management LLC | ||
| By: | /s/ Joseph A. Mills | |
| Name: | Joseph A. Mills | |
| Title: | Chief Executive Officer | |
| MONTIERRA MANAGEMENT LLC | ||
| By: | /s/ Joseph A. Mills | |
| Name: | Joseph A. Mills | |
| Title: | Chief Executive Officer | |
| NATURAL GAS PARTNERS VII, L.P. | ||
| By its general partner, G.F.W. Energy VII, L.P. | ||
| By its general partner, GFW VII, L.L.C. | ||
| By: | /s/ Kenneth A. Hersh | |
| Name: | Kenneth A. Hersh | |
| Title: | Authorized Member | |
| NATURAL GAS PARTNERS VIII, L.P. | ||
| By its general partner, G.F.W. Energy VIII, L.P. | ||
| By its general partner, GFW VIII, L.L.C. | ||
| By: | /s/ Kenneth A. Hersh | |
| Name: | Kenneth A. Hersh | |
| Title: | Authorized Member | |
| NGP INCOME MANAGEMENT L.L.C. | ||
| By: | /s/ Tony R. Weber | |
| Name: | Tony R. Weber | |
| Title: | President | |
Signature Page to Schedule 13G/A
| NGP ENERGY CAPITAL MANAGEMENT, L.L.C. | ||
| By: | /s/ Tony R. Weber | |
| Name: | Tony R. Weber | |
| Title: | Authorized Manager | |
Signature Page to Schedule 13G/A