Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LeRoy Dan G.
  2. Issuer Name and Ticker or Trading Symbol
LEGACY RESERVES LP [LGCY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, GC and Secretary
(Last)
(First)
(Middle)
303 W. WALL STREET, SUITE 1800
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2018
(Street)

MIDLAND, TX 79701
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Units representing limited partner interests 09/20/2018   M   66,488 A (2) (3) 91,127 D  
Units representing limited partner interests 09/20/2018   M   178,555 A (2) (5) 269,682 D  
Units representing limited partner interests 09/20/2018   D   178,555 D $ 4.84 91,127 D  
Units representing limited partner interests 09/20/2018   M   111,119 A (2) (6) 202,246 D  
Units representing limited partner interests 09/20/2018   D   111,119 D $ 4.84 91,127 D  
Units representing limited partner interests 09/20/2018   D   91,127 D (1) (3) (5) (6) 0 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units (2) 09/20/2018   M     66,488   (3)   (3) Units 66,488 (2) 0 D  
Phantom Units (2) 09/20/2018   M     178,555   (4)(5)   (4)(5) Units 178,555 (2) 0 D  
Phantom Units (2) 09/20/2018   M     111,119   (6)   (6) Units 111,119 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LeRoy Dan G.
303 W. WALL STREET, SUITE 1800
MIDLAND, TX 79701
      VP, GC and Secretary  

Signatures

 /s/ Dan G. LeRoy   09/24/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the corporate reorganization of the Issuer from a master limited partnership to a corporation (the "Corporate Reorganization"), each In connection with the corporate reorganization of the Issuer from a master limited partnership to a corporation (the "Corporate Reorganization"), each outstanding unit representing a limited partner interest in the Issuer ("Unit") was converted into the right to receive one share of common stock, $0.01 par value per share, of Legacy Reserves Inc. ("New Legacy Common Stock").
(2) Each phantom unit represents the economic equivalent of a Unit.
(3) These phantom units were granted pursuant to an award agreement that provided for settlement in Units and were scheduled to vest as follows: (i) 18,087 phantom units subject to vesting on February 18, 2019; (ii) 18,326 phantom units subject to vesting on February 18, 2020; and (iii) 30,075 phantom units subject to vesting on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in Units.
(4) These phantom units were granted pursuant to an award agreement that provided for settlement in cash and provided for cliff vesting in the third year after grant, subject to the achievement of certain performance-based criteria during the three fiscal years prior to the vesting date. The vesting schedule was as follows: (i) 103,354 phantom units on February 18, 2019; (ii) 73,304 phantom units on February 18, 2020; and (iii) 180,452 phantom units on February 18, 2021.
(5) In connection with the Corporate Reorganization, 178,555 of these phantom units automatically vested in full and were settled in cash. Another 178,555 phantom units were forfeited.
(6) These phantom units were granted pursuant to an award agreement that provided for settlement in cash and were scheduled to vest as follows: (i) 59,429 phantom units on February 18, 2019; (ii) 36,652 phantom units on February 18, 2020; and (iii) 15,038 phantom units on February 18, 2021. In connection with the Corporate Reorganization, these phantom units automatically vested in full and were settled in cash.
 
Remarks:
Vice President, General Counsel and Secretary of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP

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