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Filing Details

Accession Number:: 0001144204-14-032711
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-05-21 09:58:56
Reporting Period:: 2014-05-19

Filing Date:: 2014-05-21
Accepted Time:: 2014-05-21 09:58:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1384072	Vanguard Natural Resources Llc	VNR	Crude Petroleum & Natural Gas (1311)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1265623	W Scott Smith	5847 San Felipe Suite 3000 Houston TX US 77057	President And Ceo	No	Yes	No	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 Representing Llc Interests	Acquisiton	2014-05-19	40,000	$0.00	283,862	No	4	C	Direct
Common Units Representing Llc Interests	Disposition	2014-05-19	16,780	$30.55	267,082	No	4	S	Direct

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units	Phantom Units	Disposition	2014-05-19	40,000	$0.00	40,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
120,000	2014-05-18		No	4	D	Direct

Footnotes

he phantom units were granted pursuant to the execution of a Second Amended and Restated Employment Agreement on February 8, 2010 and subject to a Phantom Unit Award Agreement. Each phantom unit represents the equivalent of one common unit of the Company. The phantom units are subject to vesting in five equal annual installments, with the first vesting date being May 18, 2013, and each subsequent vesting date occurring on each annual anniversary of the first vesting date. The vested phantom units are payable following each vesting date, in either the Company's common units or in a cash amount equal to the fair market value of the Company's common units on the vesting date. The phantom units are accompanied by dividend equivalent rights, which entitle the executives to receive the value of any dividends made by the Company on its units generally with respect to the number of phantom shares that executive received pursuant to this grant and are subject to vesting in three equal annual installments, with the first vesting date on August 1, 2012, the date of grant of the phantom units, and each subsequent vesting date occurring on each annual anniversary of the first vesting date, regardless of whether the underlying phantom units have vested. Vesting of both the underlying phantom units and the tandem dividend equivalent rights is generally subject to the grantee's continued employment through the applicable vesting date, with such other terms as set forth in the applicable award agreement. In the event the executive is terminated for "Cause" (as such term is defined in the Amended Agreement), all phantom units, whether vested or unvested, will be forfeited. The phantom units, once vested, shall be settled upon the earlier to occur of (a) the occurrence of a "Change of Control," (as defined in the LTIP), or (b) the executive's separation from service (as defined in section 409A of the Code).
The phantom units, once vested, shall be settled through the delivery of a number of Common Units equal to the number of such Vested Units, or an amount of cash equal to the Fair Market Value of a Common Unit on the Vesting Date to be paid in a single lump sum payment, as determined by the Comp Committee in its discretion.