NGL NGL Energy Partners LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

6120 South Yale Avenue

Suite 805

Tulsa, Oklahoma 74136

(918) 481-1119

(address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

If this Form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-216079

Securities to be registered pursuant to Section 12(g) of the Act:  None

The Commission is respectfully requested to send copies of all notices, orders and communications to:

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.Description of Registrant’s Securities to be Registered.

A description of the 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Preferred Units”), representing preferred equity interests in NGL Energy Partners LP (the “Registrant”), is set forth under the captions “Description of Class C Preferred Units” and “Material U.S. Federal Income Tax Considerations Supplement” in the Registrant’s prospectus supplement (the “Prospectus Supplement”) dated March 26, 2019 and filed by the Registrant with the United States Securities and Exchange Commission pursuant to Rule 424(b) as promulgated under the Securities Act of 1933, as amended, relating to the Registrant’s Registration Statement on Form S-3 (File No. 333-216079), as amended by Post-Effective Amendment No. 1 thereto.  The summary descriptions of the Preferred Units do not purport to be complete and are qualified in their entirety by reference to the exhibits to this Registration Statement on Form 8-A, which are hereby incorporated herein and may be amended from time to time.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

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