UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 1)


(Mark One)x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2011





Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from          to          .





Commission File Number001-33756





Vanguard Natural Resources, LLC


(Exact Name of Registrant as Specified in Its Charter)





Delaware

61-1521161(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)5847  San Felipe, Suite 3000

Houston, Texas

77057(Address of Principal Executive Offices)

(Zip Code)





Telephone Number: (832) 327-2255


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





Title of Each Class

Name of Each Exchange

on which RegisteredCommon Units

New York Stock Exchange





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





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yesx

Noo





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


Yeso

Nox





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),


and (2) has been subject to such filing requirements for the past 90 days.

Yesx

Noo





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yesx

Noo





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in


Part III of this Form 10-K or any amendment to this Form 10-K.



o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filero

Accelerated filerxNon-accelerated filero

Smaller reporting companyo(Do not check if smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes o

No x





The aggregate market value of Vanguard Natural Resources, LLC common units held by non-affiliates of the registrant as of June 30, 2011 was approximately $675,664,323 based upon the New York Stock Exchange composite transaction closing price.





As of March 1, 2012 53,469,703 of the registrant’s common units remained outstanding.





Documents Incorporated by Reference:




Portions of the registrant’s proxy statement furnished to unitholders in connection with its 2012 Annual Meeting of Unitholders are incorporated by reference into Part III—Item 13 of this Amendment No. 1 on Form 10-K/A for the fiscal year ending December 31, 2011.














EXPLANATORY NOTE





This Amendment No. 1 on Form 10-K/A (the “Amendment”) to Vanguard Natural Resources, LLC’s (the “Company” or “we”) Annual Report on Form 10-K (the “Initial Form 10-K”) for the fiscal year ended December 31, 2011, originally filed with the Securities and Exchange Commission (the “Commission”) on March 5, 2012 (Commission File No. 001-33756), is being filed solely to amend and restate Part III—Item 13 “Certain Relationships and Related Transactions, and Director Independence.” In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are included herein as exhibits to this Amendment.





This Amendment does not update any other disclosure to reflect events occurring after the filing of the Initial Form 10-K. Pursuant to Rule 12b-15 under the Exchange Act, we have restated in its entirety each item of the Initial Form 10-K affected by this Amendment.








PART III








ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE




On February 21, 2012, we and our wholly-owned subsidiary, Vanguard Natural Gas, LLC, entered into a Unit Exchange Agreement with Majeed S. Nami Personal Endowment Trust and Majeed S. Nami Irrevocable Trust (collectively, the “Nami Parties”) to transfer our partnership interest in Trust Energy Company, LLC and Ariana Energy, LLC, which entities controlled all of our ownership interests in oil and natural gas properties in the Appalachian Basin (the “Properties”), in exchange for 1.9 million of our common units valued at the closing price of our common units of $27.62 per unit at March 30, 2012, or $52.5 million, with an effective date of January 1, 2012 (the “Unit Exchange”).  After reviewing the reserve report prepared for us by our independent reserve engineers, DeGolyer and MacNaughton, which placed a PV-10 value of $40.9 million on the Properties as of December 31, 2011, we and the Nami Parties agreed to thepurchase price after extended negotiations.  Such reserve report is filed as Exhibit 99.1 to our Initial Form 10-K.  The Nami Parties are controlled by or affiliated with Majeed S. Nami who was a founding unitholder when the Company went public in October of 2007.  We completed this transaction on March 30, 2012 for total non-cash consideration of $51.1 million, after closing adjustments of $1.4 million.
 
 The Company’s Board of Directors (the “Board”), consisting of four independent directors and the President and Chief Executive Officer of the Company, reviewed and considered the terms of the Unit Exchange.  The Board unanimously approved the Unit Exchange after a determination that the terms were fair and reasonable to the Company.
 
 The remaining information required for this Item 13 is incorporated by reference pursuant to Regulation 14A under the Exchange Act to our definitive proxy statement on Schedule 14A for the 2012 Annual Meeting of Unitholders filed with the SEC on April 5, 2012.














SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 11th day of September, 2012.





VANGUARD NATURAL RESOURCES, LLCBy
/s/ Scott W. SmithScott W. Smith

President and Chief Executive Officer











EXHIBIT INDEX





Exhibit No.

Exhibit Title

Incorporated by Reference to the Following31.1

Certification of Chief Executive Officer Pursuant to Rule 13a — 14 of the Securities and Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith31.2

Certification of Chief Financial Officer Pursuant to Rule 13a — 14 of the Securities and Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith