- Statement of Changes in Beneficial Ownership (4)
November 03 2009 - 7:01PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BRUMLEY I JON
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2. Issuer Name
and
Ticker or Trading Symbol
Encore Energy Partners LP
[
ENP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman of the Board
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(Last)
(First)
(Middle)
777 MAIN STREET, SUITE 1400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/30/2009
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(Street)
FORT WORTH, TX 76102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units representing limited partner interests
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10/30/2009
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M
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1362
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A
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(1)
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596317
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I
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See footnote
(2)
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Common Units representing limited partner interests
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22194
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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In the fourth quarter of 2008, the reporting person converted previously held management incentive units of the issuer into common units of the issuer pursuant to the terms of the issuer's partnership agreement. The number of common units issuable to the reporting person upon such conversion was capped at 5.1% of all outstanding units of the issuer on a fully diluted basis as of the date of such conversion. Under the partnership agreement, for one year after the conversion date, the reporting person is entitled to receive additional common units upon the issuance of additional partnership securities to make-up for any common units not received upon the initial conversion as a result of the 5.1% cap. Accordingly, the transaction being reported reflects the issuance of additional common units of the issuer pursuant to the provisions of the partnership agreement of the issuer described above.
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(
2)
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The common units are beneficially owned by Red Oak Associates, LP. The reporting person is the sole officer, director and shareholder of the corporation that is the sole general partner of Red Oak Associates, LP.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BRUMLEY I JON
777 MAIN STREET
SUITE 1400
FORT WORTH, TX 76102
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X
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Chairman of the Board
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Signatures
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/s/ Robert C. Reeves (attorney-in-fact)
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11/3/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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