LGCY Legacy Reserves Inc. (MM)

The following constitutes Amendment No. 3 to the Schedule 13D (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of BCP, BCSPP, BCP GP, BCSPP GP, BCC, Messrs. Carter, Schumacher, Tracy and Williams is 11940 Jollyville Road, Suite 210-S, Austin, Texas 78759. Ms. Hock’s principal business address is 3331 Westlake Drive, Austin, Texas 78746. Mr. Thacker’s principal business address is 7506 Awty School Lane, Houston, Texas 77055.

(c)       The principal business of each of BCP and BCSPP is investing in securities and engaging in all related activities and transactions. The principal business of BCP GP is serving as the general partner of BCP. The principal business of BCSPP GP is serving as the general partner of BCSPP. The principal business of BCC is serving as the general partner of each of BCP GP and BCSPP GP, and as the investment manager to each of BCP GP, BCSPP GP, BCP and BCSPP. The principal occupation of Messrs. Tracy and Williams are being Managing Partners of BCP GP, BCSPP GP, and BCC. The principal occupation of Messrs. Carter and Schumacher is as employees of BCC, and Mr. Carter is a limited partner of BCSPP GP, and Mr. Schumacher is a limited partner in both BCP GP and BCSPP GP. The principal occupation of Ms. Hock is serving as President of Texans First. Mr. Thacker is retired.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Carter, Schumacher, Tracy, Williams and Thacker and Ms. Hock are citizens of the United States of America.

Item 3 is hereby amended and restated as follows:

The Shares purchased by BCP and BCSPP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate cost of the 14,783,250 Shares directly owned by BCP is approximately $45,220,616, including brokerage commissions. The aggregate cost of the 9,919,802 Shares directly owned by BCSPP is approximately $30,321,053, including brokerage commissions.

The Shares purchased by each of Messrs. Tracy, Carter, Schumacher and Williams and Ms. Hock were purchased with personal funds. The aggregate purchase price of the 7,510 Shares directly owned by Mr. Tracy is approximately $13,923, including brokerage commissions. The aggregate purchase price of the 147,317 Shares beneficially owned by Mr. Carter is approximately $262,001, including brokerage commissions. The aggregate purchase price of the 11,200 Shares directly owned by Mr. Schumacher is approximately $19,932, including brokerage commissions. The aggregate purchase price of the 1,880,109 Shares beneficially owned by Mr. Williams is approximately $2,471,452, including brokerage commissions. The aggregate purchase price of the 285,591 Shares beneficially owned by Ms. Hock is approximately $470,994, including brokerage commissions.

Item 4 is hereby amended to add the following:

On April 1, 2019, BCP delivered a letter to the Issuer nominating a slate of three highly-qualified director candidates, Stacy Hock, William L. Thacker, III and Brian Williams (collectively, the “Nominees”), for election to the Board at the Issuer’s 2019 annual meeting of shareholders. The Reporting Persons believe that the Nominees have the qualifications, experience and skill sets necessary to serve as directors of the Issuer. The Reporting Persons hope to continue to engage in discussions with the Issuer regarding board structure and composition, the Issuer’s financial position and means to enhance shareholder value.

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 114,810,671 Shares outstanding, as of March 20, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 22, 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

G.        Mr. Carter

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

H.        Mr. Schumacher

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

I.       Mr. Williams

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

J.       Ms. Hock

Percentage: Less than 1%

2. Shared power to vote or direct vote: 285,591

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

4. Shared power to dispose or direct the disposition: 285,591

L.       Mr. Thacker

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

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended to add the following:

On April 1, 2019 the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) BCP agreed pay directly all pre-approved expenses in connection with the Solicitation. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

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: April 3, 2019

SCHEDULE A

Transactions in the Shares since the Filing of Amendment No. 2 to the Schedule 13D

Baines creek partners, l.p.

Brian williams

^* The price reported is an average price. These shares were purchased in multiple transactions at prices ranging from $0.4700 to $1.5000 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

JAMES SCHUMACHER

Kevin TRacy