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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ENCORE ACQUISITION CO 777 MAIN STREET SUITE 1400 FORT WORTH, TX 76102 |
X | |||
ENCORE OPERATING LP 777 MAIN STREET SUITE 1400 FORT WORTH, TX 76102 |
X | |||
Encore Partners LP Holdings LLC 777 MAIN STREET SUITE 1400 FORT WORTH, TX 76102 |
X | |||
EAP PROPERTIES INC 777 MAIN STREET SUITE 1400 FORT WORTH, TX 76102 |
X | |||
EAP OPERATING INC 777 MAIN STREET SUITE 1400 FORT WORTH, TX 76102 |
X |
/s/ Philip D. Devlin (on behalf of all Reporting Persons) | 02/08/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reporting person acquired the Common Units as partial consideration for certain oil and natural gas and related assets having an estimated fair market value of approximately $250.4 million pursuant to the terms and conditions of a Purchase and Investment Agreement among Encore Operating, L.P. ("Encore Operating"), a wholly owned subsidiary of the reporting person, the Issuer and Encore Energy Partners Operating LLC, a wholly owned subsidiary of the Issuer. |
(2) | The common units are owned directly by Encore Partners LP Holdings LLC ("LP Holdings") and Encore Operating. The sole limited partner and the sole general partner of Encore Operating is EAP Properties, Inc. ("EAP Properties") and EAP Operating, LLC ("EAP Operating"), respectively. Each of LP Holdlings, EAP Properties and EAP Operating is a wholly owned subsidary of EAC. Each of EAP Properties, EAP Operating and EAC are indirect beneficial owners of the common units. |