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 *
Coady Shawn W
   2. Issuer Name and Ticker or Trading Symbol
NGL Energy Partners LP [NGL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Retail Division
(Last)
(First)
(Middle)
204 N. ROUTE 54		 3. Date of Earliest Transaction (Month/Day/Year)
12/14/2012
(Street)

ROBERTS, IL 60962		 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 12/14/2012   G(1) V 920,004 D $ 0 0 I See Footnote (2)
Common Units 12/14/2012   G(1) V 920,004 A $ 0 920,004 I See Footnote (1)
Common Units 12/28/2012   G(3) V 385,036 D $ 0 0 I See Footnote (3)
Common Units 12/28/2012   G(3) V 275,036 A $ 0 1,195,040 I See Footnote (1)
Common Units 12/28/2012   G(3) V 110,000 A $ 0 110,000 I See Footnote (4)
Common Units               30,000 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
Subordinated Units $ 0 12/14/2012   G(1) V   1,125,351   (5)   (5) Common Units 1,125,351 $ 0 0 I See Footnote (2)
Subordinated Units $ 0 12/14/2012   G(1) V 1,125,351     (5)   (5) Common Units 1,125,351 $ 0 1,125,351 I See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Coady Shawn W
204 N. ROUTE 54
ROBERTS, IL 60962		   X     President, Retail Division  

Signatures

 /s/ Sharra Straight   02/25/2013
**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) The units reported on this line were gifted to SWC Family Partnership LP. SWC Family Partnership LP is a limited partnership which is solely owned by SWC General Partner, LLC. Mr. Shawn W. Coady is the sole member of SWC General Partner, LLC. Mr. Shawn W. Coady disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.
(2) The units reported on this line were owned directly by Hicks Oils & Hicksgas, Incorporated, which is owned by Shawn W. Coady and Todd M. Coady. Following disposition by gift by each Shawn W. Coady and Todd M. Coady, Hicks Oils & Hicksgas, Incorporated no longer own any Common Units. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.
(3) The units reported on this line are owned directly by Coady Enterprises, LLC, which is solely owned by Shawn W. Coady. The Reporting Person gifted the Common Units to SWC Family Partnership LP and 2012 Shawn W. Coady Irrevocable Insurance Trust.
(4) The units reported on this line were gifted to the 2012 Shawn W. Coady Irrevocable Insurance Trust, for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.
(5) The Subordinated Units have no expiration date and will convert on a one-for-one basis into Common Units at the end of the subordination period, described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-172186) and as set forth in the Issuer's Second Amended and Restated Agreement of Limited Partnership, as amended.

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