NGL Energy Partners LP — Director's Dealing 2016

Jul 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NGL Energy Partners LP (NGL)
CIK: 0001504461
Period of Report: 2016-07-06

Reporting Person: Karlovich Robert W III (CFO, Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-06	Common Units	S	10680	$18.47	Disposed	64320	Direct

Footnotes

F1: The Reporting Person is a participant in the NGL Energy Partners LP 2011 Long-Term Incentive Plan ("Plan"). The 10,680 Common Units reported on this line were sold pursuant to the Reporting Person's prior election to have Common Units withheld and sold to cover the tax withholding obligation in connection with the July 1, 2016 vesting of 25,000 Common Units under the Plan.

F2: The price is the weighted average price for the common units reported on this line between $18.08 and $18.79. Complete information regarding the number of Common Units sold at each separate price will be provided upon request by the Commission Staff, the issuer or a security holder of the issuer.