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 *
McGraw Kyle A
   2. Issuer Name and Ticker or Trading Symbol
LEGACY RESERVES LP [LGCY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and CDO
(Last)
(First)
(Middle)
303 W. WALL STREET, SUITE 1800		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017
(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

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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 (1) 03/01/2017   A   55,507     (2) 02/18/2020 Units 55,507 $ 0 (1) 199,600 (3) D  
Phantom Units (1) 03/01/2017   A   222,026     (4)(5) 02/18/2020 Units 222,026 $ 0 (1) 535,070 (6) D  
Phantom Units (1) 03/01/2017   A   111,013     (5) 02/18/2020 Units 111,013 $ 0 (1) 291,013 (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McGraw Kyle A
303 W. WALL STREET, SUITE 1800
MIDLAND, TX 79701		   X     EVP and CDO  

Signatures

 /s/ Kyle A. McGraw   03/03/2017
**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) Each phantom unit represents the economic equivalent of a unit representing a limited partner interest in Legacy Reserves LP.
(2) The phantom units reported on this Form 4 are subject to vesting on February 18, 2020 and are payable in units.
(3) Includes the remaining 89,310 phantom units and 54,783 phantom units from the phantom units granted on February 24, 2015 and June 22, 2016, respectively, which are all payable in units.
(4) Represents maximum possible number of phantom units subject to cliff vesting after a three year period ending on February 18, 2020, or 200% of the target amount. The number of phantom units that vest on February 18, 2020 is subject to the achievement of certain objective, performance-based criteria during the three fiscal years prior to the vesting date. If none or only a portion of phantom units vest as a result of specified performance levels not being met, such number of phantom units that fail to vest will be forfeited.
(5) The phantom units reported on this Form 4 are subject to vesting on February 18, 2020 and are payable in cash.
(6) Includes the remaining 313,044 phantom units from the phantom units granted on June 22, 2016.
(7) Includes the remaining 180,000 phantom units from the phantom units granted on June 22, 2016.
 
Remarks:
Director, Executive Vice President and Chief Development Officer of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP.

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