LGCY Legacy Reserves Inc. (MM)

The following constitutes Amendment No. 4 to the Schedule 13D (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Stacy Hock and William L. Thacker, III are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 4. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.

Item 4 is hereby amended to add the following:

On May 31, 2019, Baines Creek Capital, LLC and its affiliated investment funds (collectively “Baines Creek”) issued an open letter to stockholders of the Issuer (the “Letter”) regarding Baines Creek’s intent to refrain from voting its shares to reach a quorum at the Issuer’s 2019 annual meeting of stockholders scheduled to be held on June 6, 2019 (the “Annual Meeting”).

In the Letter, Baines Creek stated its belief that the Issuer’s assets are significantly undervalued and that the Issuer’s share price has the potential to substantially appreciate if its balance sheet improves, but that the Issuer’s board of directors (the “Board”) has failed to take the steps required to place the Issuer on the path to unlock value.

Baines Creek further stated that it has attempted to constructively engage with the Board regarding its structure and composition, as well as means to enhance stockholder value. However, as stated in the Letter, when it became apparent to Baines Creek that the Board was unwilling to meaningfully engage, Baines Creek took steps to preserve its rights as a stockholder by submitting to the Issuer a notice of nominations, dated April 1, 2019 (the “Nomination Notice”), of its director candidates for election to the Issuer’s Board at the Annual Meeting.

Baines Creek further provides in the Letter that, on April 9, 2019, it received a letter from the Issuer’s legal counsel notifying Baines Creek that the Issuer had rejected the Nomination Notice, stating that Baines Creek was not a record holder of the Issuer’s shares as of the date of the Nomination Notice. The Letter states that Baines Creek had, in fact, previously initiated the transfer of certain of its Shares into record name with ample time to complete the process, but that the Issuer’s transfer agent rejected Baines Creek’s broker’s repeated attempts to effect the transfer on three separate occasions leading up to the Issuer’s April 1, 2019 nomination deadline for the Annual Meeting. Baines Creek further stated that it has some questions and concerns surrounding what may have gone wrong in the transfer process, since it cannot imagine how a large and reputable broker could receive such errors when attempting to effectuate a routine transfer on three separate occasions.

In the Letter, Baines Creek further stated that, as the Issuer’s largest stockholder, there is no question as to whether Baines Creek has the appropriate standing to nominate director candidates for election at the Annual Meeting, and that its interests are aligned with the Issuer’s stockholders. Baines Creek stated its belief that, by hiding behind an arcane, hyper-technical requirement under the Issuer’s Bylaws to undercut and prevent stockholder democracy, the Board is frustrating the spirit of the corporate governance process, and that stockholders should have the right to choose who represents them on the board of a company which they own.

Baines Creek stated its belief that stockholders concerns must be taken seriously, and that it has therefore decided not to vote its Shares at the Annual Meeting to prevent the Issuer from obtaining the quorum required to duly hold the meeting. To that end, Baines Creek stated its intent not to vote its Shares at all, rather than casting a “NO” vote or abstaining. In addition, Baines Creek stated that the Issuer’s use of a plurality voting standard, viewed as an outdated corporate governance practice, allows each Issuer nominee to be elected upon receiving just one vote, since the election is uncontested. Accordingly, if the Issuer achieves a quorum at the Annual Meeting, the incumbent Board members will automatically be re-elected for another year, and stockholders will be denied the right to voice their opinions by voting their shares for the candidates that they believe will create the most value.

The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 114,812,812 Shares outstanding, as of May 16, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on May 20, 2019.

Percentage: Approximately 12.9%

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 14,783,250

4. Shared power to dispose or direct the disposition: 0

Percentage: Approximately 8.6%

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,919,802

4. Shared power to dispose or direct the disposition: 0

Percentage: Approximately 12.9%

2. Shared power to vote or direct vote: 14,783,250

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 14,783,250

Percentage: Approximately 8.6%

2. Shared power to vote or direct vote: 9,919,802

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 9,919,802

Percentage: Approximately 21.5%

2. Shared power to vote or direct vote: 24,703,052

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 24,703,052

Percentage: Approximately 21.5%

2. Shared power to vote or direct vote: 24,703,052

3. Sole power to dispose or direct the disposition: 7,510

4. Shared power to dispose or direct the disposition: 24,703,052

Percentage: Less than 1%

2. Shared power to vote or direct vote: 138,317

3. Sole power to dispose or direct the disposition: 9,000

4. Shared power to dispose or direct the disposition: 138,317

Percentage: Less than 1%

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 11,200

4. Shared power to dispose or direct the disposition: 0

Percentage: Approximately 23.2%

2. Shared power to vote or direct vote: 26,403,289

3. Sole power to dispose or direct the disposition: 179,872

4. Shared power to dispose or direct the disposition: 26,403,289

Percentage: Less than 1%

2. Shared power to vote or direct vote: 452,301

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 452,301

Percentage: 0%

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

Item 6 is hereby amended to add the following:

On May 31, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7 is amended to add the following:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 31, 2019