SEC FORM 4/A

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Eagle Rock Holdings, L.P.

(Last)

(First)

(Middle)

EAGLE ROCK ENERGY PARTNERS, L.P.

1415 LOUISIANA STREET, SUITE 2700

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EAGLE ROCK ENERGY PARTNERS L P [ EROC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/25/2010

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units representing limited partner interests	06/23/2010		X⁽¹⁾		3,066,886⁽¹⁾	A	$2.5⁽⁷⁾	16,631,829	D⁽¹⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Common Units representing limited partner interests	06/23/2010		X⁽²⁾		651,618⁽²⁾	A	$2.5⁽⁷⁾	17,283,447	D⁽²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Common Units representing limited partner interests	06/23/2010		X⁽³⁾		675,251⁽³⁾	A	$2.5⁽⁷⁾	17,958,698	D⁽³⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Common Units representing limited partner interests	06/23/2010		X⁽⁴⁾		15,151⁽⁴⁾	A	$2.5⁽⁷⁾	17,973,849	D⁽⁴⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Common Units representing limited partner interests	06/23/2010		X⁽⁵⁾		1,098,565⁽⁵⁾	A	$2.5⁽⁷⁾	19,072,414	D⁽⁵⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Common Units representing limited partner interests	06/23/2010		X⁽⁶⁾		10,910⁽⁶⁾	A	$2.5⁽⁷⁾	19,083,324	D⁽⁶⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾	$6	06/23/2010		X⁽¹⁶⁾		3,066,886⁽¹⁶⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	3,066,886	$2.5⁽⁷⁾	3,066,886	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrants⁽¹⁵⁾	$6	06/23/2010		X⁽¹⁷⁾		651,618⁽¹⁷⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	651,618	$2.5⁽⁷⁾	3,718,504	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrants⁽¹⁵⁾	$6	06/23/2010		X⁽¹⁸⁾		675,251⁽¹⁸⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	675,251	$2.5⁽⁷⁾	4,393,755	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrants⁽¹⁵⁾	$6	06/23/2010		X⁽¹⁹⁾		15,151⁽¹⁹⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	15,151	$2.5⁽⁷⁾	4,408,906	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrants⁽¹⁵⁾	$6	06/23/2010		X⁽²⁰⁾		1,098,565⁽²⁰⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	1,098,565	$2.5⁽⁷⁾	5,507,471	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾
Warrants⁽¹⁵⁾	$6	06/23/2010		X⁽²¹⁾		10,910⁽²¹⁾		08/15/2010⁽²²⁾	05/15/2012⁽²²⁾	Common Units	10,910	$2.5⁽⁷⁾	5,518,381	D⁽²³⁾⁽²⁴⁾⁽²⁵⁾

1. Name and Address of Reporting Person^*

Eagle Rock Holdings, L.P.

(Last)

(First)

(Middle)

EAGLE ROCK ENERGY PARTNERS, L.P.

1415 LOUISIANA STREET, SUITE 2700

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Eagle Rock GP, LLC

(Last)

(First)

(Middle)

EAGLE ROCK ENERGY PARTNERS, L.P.

1415 LOUISIANA STREET, SUITE 2700

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Montierra Minerals & Production, L.P.

(Last)

(First)

(Middle)

24 GREENWAY PLAZA

SUITE 450

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Montierra Management LLC

(Last)

(First)

(Middle)

24 GREENWAY PLAZA

SUITE 450

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Natural Gas Partners VII, L.P.

(Last)

(First)

(Middle)

125 E. JOHN CARPENTER FREEWAY

SUITE 600

(Street)

IRVING

75062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Natural Gas Partners VIII, L.P.

(Last)

(First)

(Middle)

125 E. JOHN CARPENTER FREEWAY

SUITE 600

(Street)

IRVING

75062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NGP Income Management, L.L.C.

(Last)

(First)

(Middle)

125 E. JOHN CARPENTER FREEWAY

SUITE 600

(Street)

IRVING

75062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This amendment is being filed to reflect Eagle Rock Holdings, L.P. ("Holdings") purchase of an additional 264,024 common units in respect of the fulfillment of certain over-subscription rights exercised by Holdings in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, Holdings was informed that it would receive the additional 264,024 common units.

2. This amendment is being filed to reflect Natural Gas Partners VII, L.P. ("NGP VII") purchase of an additional 56,095 common units in respect of the fulfillment of certain over-subscription rights exercised by NGP VII in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, NGP VII was informed that it would receive the additional 56,095 common units.

3. This amendment is being filed to reflect Natural Gas Partners VIII, L.P. ("NGP VIII") purchase of an additional 58,129 common units in respect of the fulfillment of certain over-subscription rights exercised by NGP VIII in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, NGP VIII was informed that it would receive the additional 58,129 common units.

4. This amendment is being filed to reflect NGP Income Management, LLC ("NGP Management") purchase of an additional 1,304 common units in respect of the fulfillment of certain over-subscription rights exercised by NGP Management in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, NGP Management was informed that it would receive the additional 1,304 common units.

5. This amendment is being filed to reflect Montierra Minerals & Production, L.P. ("Montierra Minerals") purchase of an additional 94,571 common units in respect of the fulfillment of certain over-subscription rights exercised by Montierra Minerals in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, Montierra Minerals was informed that it would receive the additional 94,571 common units.

6. This amendment is being filed to reflect Montierra Management LLC ("Montierra Management") purchase of an additional 939 common units in respect of the fulfillment of certain over-subscription rights exercised by Montierra Management in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, Montierra Management was informed that it would receive the additional 939 common units.

7. Represents the exercise price of each subscription right.

8. Intentionally omitted to reflect the numbering of the footnotes in the original Form 4.

9. Intentionally omitted to reflect the numbering of the footnotes in the original Form 4.

10. Intentionally omitted to reflect the numbering of the footnotes in the original Form 4.

11. Intentionally omitted to reflect the numbering of the footnotes in the original Form 4.

12. Intentionally omitted to reflect the numbering of the footnotes in the original Form 4.

13. Intentionally omitted to reflect the numbering of the footnotes in the original Form 4.

14. Intentionally omitted to reflect the numbering of the footnotes in the original Form 4.

15. Each warrant entitles the holder to acquire, for $6.00 in cash, one common unit on the dates specified in footnote 22.

16. This amendment is being filed to reflect Holdings purchase of an additional 264,024 warrants in respect of the fulfillment of certain over-subscription rights exercised by Holdings in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, Holdings was informed that it would receive the additional 264,024 warrants.

17. This amendment is being filed to reflect NGP VII purchase of an additional 56,095 warrants in respect of the fulfillment of certain over-subscription rights exercised by NGP VII in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, NGP VII was informed that it would receive the additional 56,095 warrants.

18. This amendment is being filed to reflect NGP VIII purchase of an additional 58,129 warrants in respect of the fulfillment of certain over-subscription rights exercised by NGP VIII in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, NGP VIII was informed that it would receive the additional 58,129 warrants.

19. This amendment is being filed to reflect NGP Management purchase of an additional 1,304 warrants in respect of the fulfillment of certain over-subscription rights exercised by NGP Management in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, NGP Management was informed that it would receive the additional 1,304 warrants.

20. This amendment is being filed to reflect Montierra Minerals purchase of an additional 94,571 warrants in respect of the fulfillment of certain over-subscription rights exercised by Montierra Minerals in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, Montierra Minerals was informed that it would receive the additional 94,571 warrants.

21. This amendment is being filed to reflect Montierra Management purchase of an additional 939 warrants in respect of the fulfillment of certain over-subscription rights exercised by Montierra Management in the rights offering. The pro-ration calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on June 30, 2010. On July 8, 2010, Montierra Management was informed that it would receive the additional 939 warrants.

22. Warrants are only exercisable on each of August 15, 2010, November 15, 2010, March 15, 2011, May 15, 2011, August 15, 2011, November 15, 2011, March 15, 2012 and May 15, 2012. The warrants will be freely tradeable starting on or about July 1, 2010 until May 15, 2012.

23. NGP VII and NGP VIII collectively own a majority of the LP interest in Holdings and control the general partner of Holdings. NGP VII owns a majority of the LP interest in Montierra Minerals and controls the general partner of Montierra Minerals. NGP VII is the sole member of NGP Management.

24. Kenneth A. Hersh may be deemed to share dispositive power over the units held by NGP VII, thus, he may also be deemed to be the beneficial owner of these units. This report is filed in connection with the Form 4 filed today by Kenneth A. Hersh.

25. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

	Eagle Rock Holdings, L.P., By its general partner, Eagle Rock GP, L.L.C., By /s/ Kenneth A. Hersh, Manager	07/12/2010
	Eagle Rock GP, L.L.C., By /s/ Kenneth A. Hersh, Manager	07/12/2010
	Montierra Minerals & Production, L.P., By its general partner, Montierra Management LLC, By /s/ Joseph A. Mills, Chief Executive Officer	07/12/2010
	Montierra Management LLC, By /s/ Joseph A. Mills, Chief Executive Officer	07/12/2010
	Natural Gas Partners VII, L.P., By its general partner, G.F.W. Energy VII, L.P., By its general partner, GFW VII, L.L.C., By /s/ Kenneth A. Hersh, Authorized Member	07/12/2010
	Natural Gas Partners VIII, L.P., By its general partner, G.F.W. Energy VIII, L.P., By its general partner, GFW VIII, L.L.C., By /s/ Kenneth A. Hersh, Authorized Member	07/12/2010
	NGP Income Management, L.L.C., By /s/ Tony R. Weber, President	07/12/2010
	** Signature of Reporting Person	Date
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