LGCY Legacy Reserves Inc. (MM)

The following constitutes Amendment No. 5 to the Schedule 13D (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

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 1,000 Shares directly owned by BCP is approximately $3,059, excluding brokerage commissions. The aggregate cost of the 9,418,540 Shares directly owned by BCSPP is approximately $28,792,477, excluding commissions.

The Shares purchased by each of Messrs. Tracy, Carter, Schumacher and Williams 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.

Item 4 is hereby amended to add the following:

On June 10, 2019, Baines Creek Capital, LLC and its affiliate investment funds (collectively “Baines Creek”) issued a press release regarding the results of the Issuer’s 2019 annual meeting of shareholders held on June 6, 2019 (the “2019 Annual Meeting”). As set forth in the press release, Baines Creek believes that the results of the Annual Meeting clearly reflect the widespread dissatisfaction of the Issuer’s stockholders with the disastrous performance under the watch of the current Board of Directors of the Issuer (the “Board”), as well as the recent actions taken by the Board to frustrate stockholder democracy. While the Issuer narrowly obtained a quorum to hold the annual meeting with 55.7% of Shares represented - a dramatically low number - less than 12% of the outstanding Shares of the Issuer were voted on the election of directors. As stated in the press release, Baines Creek believes the voting results unequivocally demonstrate stockholders’ utter lack of supper for the current Board and further provided that it is remarkable that each director candidate received affirmative votes from less than 7% of the Shares outstanding.

Baines Creek has reviewed the announcement by the Issuer on June 11, 2019 that the Issuer has entered into a restructuring support agreement (the “Restructuring Agreement”) with its lenders under its reserve based revolving credit facility and its lenders under its second lien term loan. Baines Creek intends to closely monitor developments at the Issuer, including its financial restructuring, and Baines Creek reserves all of its rights as an equity holder to take whatever action it deems necessary to protect equity holders’ interests.

In addition, Baines Creek intends to deliver a books and records demand to the Issuer under Delaware law to determine whether there was any mismanagement or breaches of fiduciary duty in connection with the voting results of the 2019 Annual Meeting.

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 Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on May 20, 2019.

Percentage: Less than 1%

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,000

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

Percentage: Approximately 8.2%

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,418,540

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

Percentage: Less than 1%

2. Shared power to vote or direct vote: 1,000

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

4. Shared power to dispose or direct the disposition: 1,000

Percentage: Approximately 8.2%

2. Shared power to vote or direct vote: 9,418,540

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

4. Shared power to dispose or direct the disposition: 9,418,540

Percentage: Approximately 8.2%

2. Shared power to vote or direct vote: 9,419,540

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

4. Shared power to dispose or direct the disposition: 9,419,540

Percentage: Approximately 8.2%

2. Shared power to vote or direct vote: 9,419,540

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

4. Shared power to dispose or direct the disposition: 9,419,540

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 9.8%

2. Shared power to vote or direct vote: 11,299,649

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

4. Shared power to dispose or direct the disposition: 11,299,649

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.

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: June 11, 2019

SCHEDULE A

Transactions in the Shares since the Filing of Amendment No. 4 to the Schedule 13D

Baines creek partners, l.p.

Baines creek Special purpose partners, l.p.

^* The price reported is an average price. These shares were purchased in multiple transactions at prices ranging from $0.1010 to $0.3600 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.