Edgar Filing: Farber Jonathan C.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Farber Jonathan C.

2. Issuer Name and Ticker or Trading Symbol
LRR Energy, L.P. [LRE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O LIME ROCK MANAGEMENT LP, 274 RIVERSIDE AVENUE, 3RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2011

(Street)

WESTPORT, CT 06880

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	11/16/2011		A		893,030 ⁽¹⁾	A	⁽¹⁾	893,030	I ⁽³⁾ ⁽⁴⁾	See Notes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common units representing limited partner interests	11/16/2011		A		296,082 ⁽¹⁾	A	⁽¹⁾	296,082	I ⁽³⁾ ⁽⁴⁾	See Notes ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾
Common units representing limited partner interests	11/16/2011		A		5,060,488 ⁽¹⁾	A	⁽¹⁾	5,060,488	I ⁽³⁾ ⁽⁴⁾	See Notes ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾
Common units representing limited partner interests	11/16/2011		P		5,000 ⁽⁸⁾	A	$ 19	5,000	D

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subordinated units representing limited partner interests

$ 0

11/16/2011

960,247 ⁽¹⁾

⁽²⁾

Common Units

960,247 ⁽¹⁾

$ 0

960,247

I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

See Notes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Subordinated units representing limited partner interests

$ 0

11/16/2011

318,368 ⁽¹⁾

⁽²⁾

Common Units

318,368 ⁽¹⁾

$ 0

318,368

I ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾

See Notes ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾

Subordinated units representing limited partner interests

$ 0

11/16/2011

5,441,385 ⁽¹⁾

⁽²⁾

Common Units

5,441,385 ⁽¹⁾

$ 0

5,441,385

I ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾

See Notes ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Farber Jonathan C. C/O LIME ROCK MANAGEMENT LP 274 RIVERSIDE AVENUE, 3RD FLOOR WESTPORT, CT 06880	X	X

Signatures

/s/ Kris Agarwal, as attorney-in-fact		11/18/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Pursuant to the Purchase, Sale, Contribution, Conveyance and Assumption Agreement entered into by Lime Rock Resources A, L.P. ("LRR A"), Lime Rock Resources B, L.P. ("LRR B"), Lime Rock Resources C, L.P. ("LRR C," and together with LRR A and LRR B, the "LRR Entities"), LRE GP, LLC (the "General Partner"), LRR Energy, L.P. (the "Issuer"), and LRE Operating, LLC, the LRR Entities contributed certain assets to the Issuer and in exchange for such contribution, the LRR Entities received in the aggregate 6,249,600 common units and 6,720,000 subordinated units upon the closing of the Issuer's initial public offering on November 16, 2011.
(2)	Each subordinated unit will convert into one common unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (No. 333-174017). The subordinated units do not expire.
(3)	The Reporting Person is one of two managers of LRR GP, LLC ("LRR GP"), which is the general partner of Lime Rock Resources GP, L.P. ("Lime Rock GP"), which is the sole member of each of Lime Rock Resources A GP, LLC ("LRR A GP") and Lime Rock Resources C GP, LLC ("LRR C GP"). LRR A GP is the general partner of LRR A, Lime Rock GP is the general partner of LRR B, and LRR C GP is the general partner of LRR C.
(4)	The Reporting Person, LRR GP, Lime Rock GP, LRR A GP and LRR C GP may be deemed to share voting and dispositive power over the reported securities. Each of the Reporting Person, LRR GP, Lime Rock GP, LRR A GP and LRR C GP disclaim beneficial ownership of any interests of the reported securities in excess of such person's or entity's respective pecuniary in the securities. This report shall not be deemed an admission that the Reporting Person, LRR GP, Lime Rock GP, LRR A GP or LRR C GP is the beneficial owner of such interests for purposes of Section 16 or for any other purpose.
(5)	Units owned by LRR A.
(6)	Units owned by LRR B.
(7)	Units owned by LRR C.
(8)	Common units purchased as part of a directed unit program administered in connection with the Issuer's initial public offering, which was completed on November 16, 2011.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.