UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 13, 2012

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma 74136

(Address of principal executive offices) (Zip Code)

(918) 481-1119

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 8.01.  Other Information

On November 13, 2012, NGL Energy Partners LP (the “Partnership”) completed its previously announced issuance of common units to former owners (the “New Unitholders”) of Pecos Gathering & Marketing, L.L.C. and its affiliated companies pursuant to a Call Agreement with the New Unitholders.  In connection with the completion of this transaction, the current registration rights agreement relating to equity interests of the Partnership was amended by Amendment No. 6 and Joinder to First Amended and Restated Registration Rights Agreement, dated November 13, 2012 (the “Amendment”), by and between the Partnership’s general partner and the New Unitholders. The Amendment provides for, among other things, certain piggy-back registration rights for the common units that were issued pursuant to the Call Agreement.

The Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.  The above description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 hereto and to the First Amended and Restated Registration Rights Agreement filed as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2011.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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