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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McGraw Kyle A 		2. Issuer Name and Ticker or Trading Symbol

LEGACY RESERVES LP [ LGCY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP and CDO
(Last)          (First)          (Middle)

303 W. WALL STREET, SUITE 1800 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2017
(Street)

MIDLAND, TX 79701
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units     (1) 3/1/2017     A      55507         (2) 2/18/2020   Units   55507   $0.00   (1) 199600   (3) D    
Phantom Units     (1) 3/1/2017     A      222026         (4) (5) 2/18/2020   Units   222026   $0.00   (1) 535070   (6) D    
Phantom Units     (1) 3/1/2017     A      111013         (5) 2/18/2020   Units   111013   $0.00   (1) 291013   (7) D    

Explanation of Responses:
( 1)  Each phantom unit represents the economic equivalent of a unit representing a limited partner interest in Legacy Reserves LP.
( 2)  The phantom units reported on this Form 4 are subject to vesting on February 18, 2020 and are payable in units.
( 3)  Includes the remaining 89,310 phantom units and 54,783 phantom units from the phantom units granted on February 24, 2015 and June 22, 2016, respectively, which are all payable in units.
( 4)  Represents maximum possible number of phantom units subject to cliff vesting after a three year period ending on February 18, 2020, or 200% of the target amount. The number of phantom units that vest on February 18, 2020 is subject to the achievement of certain objective, performance-based criteria during the three fiscal years prior to the vesting date. If none or only a portion of phantom units vest as a result of specified performance levels not being met, such number of phantom units that fail to vest will be forfeited.
( 5)  The phantom units reported on this Form 4 are subject to vesting on February 18, 2020 and are payable in cash.
( 6)  Includes the remaining 313,044 phantom units from the phantom units granted on June 22, 2016.
( 7)  Includes the remaining 180,000 phantom units from the phantom units granted on June 22, 2016.

Remarks:
Director, Executive Vice President and Chief Development Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McGraw Kyle A
303 W. WALL STREET, SUITE 1800
MIDLAND, TX 79701 		X
EVP and CDO

Signatures
/s/ Kyle A. McGraw 3/3/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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