The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

NGL Energy Holdings LLC (the "General Partner"), the general partner of NGL Energy Partners LP (the "Partnership"), has entered into a Third Amended and Restated Limited Liability Company Agreement (the "Amended and Restated LLC Agreement") to provide for certain board appointment rights granted in connection with the Partnership's previously completed acquisition of High Sierra Energy, LP and to make conforming changes to incorporate the terms of a prior amendment and other administrative changes.

The description of the Amended and Restated LLC Agreement is qualified in its entirety by reference to the full text of the Amended and Restated LLC Agreement, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated into this Item 5.03 by reference.

(d) Exhibits

Exhibit No.                                 Description
3.1            Third Amended and Restated Limited Liability Company Agreement of NGL
               Energy Holdings LLC