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Filing Details

Accession Number:: 0001104659-13-045114
Form Type:: 5
Zero Holdings:: No
Publication Time:: 2013-05-28 19:37:45
Reporting Period:: 2013-03-31

Filing Date:: 2013-05-28
Accepted Time:: 2013-05-28 19:37:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1504461	Ngl Energy Partners Lp	NGL	Retail-Miscellaneous Retail (5900)	273427920

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1520345	Ngl Holdings, Inc.	200 Clarendon St. 25Th Floor Boston MA 02116		Yes	No	No	No
1520346	D Stuart Porter	200 Clarendon St. 25Th Floor Boston MA 02116		Yes	No	No	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	Acquisiton	2012-06-19	545,602	$0.00	1,807,944	No	4	P	Direct

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

Footnotes

Issued by NGL Energy Partners LP ("NGL"), based on a value of $21.50 per common unit, to NGL Holdings, Inc. ("Holdings Inc."), as a member of NGL Energy Holdings LLC ("Energy Holdings") pursuant to certain redemption and contribution transactions among NGL, Energy Holdings and the members of Energy Holdings in connection with the consummation of the transactions contemplated by (i) the Agreement and Plan of Merger, dated as of May 18, 2012, by and among NGL, Energy Holdings, HSELP LLC, High Sierra Energy, LP and High Sierra Energy GP, LLC (the "HSE General Partner") and (ii) the Agreement and Plan of Merger, dated as of May 18, 2012, by and among Energy Holdings, HSEGP LLC and the HSE General Partner.
These units are owned directly by Holdings Inc. Holdings Inc. is 100% owned by Denham Commodity Partners Fund II LP, which is managed by its general partner, Denham Commodity Partners GP II LP, which is owned by the employees of Denham Capital Management LP and is controlled by its general partner, Denham GP II LLC, which is in turn owned by Stuart D. Porter. Denham Capital Management LP, of which Stuart D. Porter is Chairman and CEO, acts as the investment advisor for Denham Commodity Partners Fund II LP. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.