Edgar Filing: Encore Energy Partners LP

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 ^*

ENCORE ACQUISITION CO

2. Issuer Name and Ticker or Trading Symbol
Encore Energy Partners LP [ENP]

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

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

(Last)

(First)

(Middle)

777 MAIN STREET, SUITE 1400

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2007

(Street)

FORT WORTH, TX 76102

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
Common Units representing limited partner interests	10/16/2007		J		22,968 ⁽¹⁾	D	⁽¹⁾	14,039,279	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ENCORE ACQUISITION CO 777 MAIN STREET SUITE 1400 FORT WORTH, TX 76102		X

Signatures

/s/ Philip D. Devlin		10/16/2007
^**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)	As provided in the Contribution, Conveyance and Assumption Agreement dated as of September 17, 2007 by and among the Issuer, Encore Energy Partners GP LLC (the "General Partner"), Encore Acquisition Company ("EAC"), Encore Operating, L.P. ("Encore Operating"), Encore Partners GP Holdings LLC, Encore Partners LP Holdings LLC ("LP Holdings") and Encore Energy Partners Operating LLC, in connection with the exercise by the underwriters of their option to purchase additional Common Units of the Issuer, 22,968 Common Units owned by LP Holdings were transferred to the General Partner, which the General Partner exchanged with the Issuer for an equal number of general partner units in the Issuer in order to maintain its 2% general partner interest.
(2)	The common units are owned directly by LP Holdings and Encore Operating. The sole limited partner and the sole general partner of Encore Operating is EAP Properties, Inc. ("EAP Properties") and EAP Operating, Inc. ("EAP Operating"), respectively. Each of LP Holdlings, EAP Properties and EAP Operating is a wholly owned subsidary of EAC. Each of EAP Properties, EAP Operating and EAC are indirect beneficial owners of the common units.

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