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Filing Details

Accession Number:: 0001144204-11-030975
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-18 18:20:56
Reporting Period:: 2011-01-01

Filing Date:: 2011-05-18
Accepted Time:: 2011-05-18 18:20:56
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
1012156	A Richard Robert	5847 San Felipe Suite 3000 Houston TX US 77057	Executive Vp And Cfo	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	2011-05-17	5,000	$27.49	70,080	No	4	P	Direct
Common Units Representing Llc Interests	Acquisiton	2011-05-18	25,000	$0.00	95,080	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	A	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	Acquisiton	2011-01-01	15,000	$0.00	15,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
30,000	2014-01-01		No	4	A	Direct

Footnotes

Each phantom unit is the equivalent in value to a common unit and gives the holder the right to receive a cash payment equal to the excess, if any, of (a) the market value of a common unit on the applicable determination date, over (b) the market value of a common unit on January 1, 2011. The issuer's common units at January 1, 2011 had a market value of $29.65.
The 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 is the equivalent in value to a common unit but is subject to a three year vesting period from the effective date of the employment agreement which is January 1, 2010. The vesting is not pro-rata, but a one-time event which shall occur on the three year anniversary or January 1, 2014 so long as the Executive remains continuously employed with the Company during such time. 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. 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 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).