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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

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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

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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

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.
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.
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.
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.
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.
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.