CEP 8-K 9-29-14

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): September 26, 2014

Constellation Energy Partners LLC

(Exact name of registrant as specified in its charter)

Delaware

001-33147

11-3742489

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)



1801 Main Street, Suite 1300 Houston, TX		77002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 308-3700

Not applicable

(Former name or former address, if changed since last report.)

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:

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

◻	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

◻	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

◻	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On September 26, 2014, the Company announced a change of trading symbol for shares of its Class B common units to “SPP” (from “CEP”), which will become effective on the NYSE MKT market on October 6, 2014. The Company is also changing its name as of October 3, 2014, as follows:

Old Name:	New Name:
Constellation Energy Partners LLC	Sanchez Production Partners LLC

On September 26, 2014, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing the name change and ticker symbol change. The information set forth in this Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

	1

Exhibit Number		Description

99.1		Press Release dated September 26, 2014.

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 management hereunto duly authorized.

CONSTELLATION ENERGY PARTNERS LLC

Date: September 29, 2014

By:

/s/ Charles C. Ward

Charles C. Ward

Chief Financial Officer and Treasurer

EXHIBIT INDEX

1

Exhibit Number		Description

99.1		Press Release September 26, 2014.

Exhibit 99.1

ConPartnersLLC

News Release

General Inquiries: (877) 847-0008

www.constellationenergypartners.com

Investor Contact: Charles C. Ward (877) 847-0009

Constellation Energy Partners Looks To Change Its Name To Sanchez Production Partners; Announces New Ticker Symbol And Website

HOUSTON--(BUSINESS WIRE)--Sep. 26, 2014--Constellation Energy Partners LLC (NYSE MKT: CEP) today announced that the company intends to change its name to “Sanchez Production Partners LLC (NYSE MKT: SPP)” after market hours on Friday, Oct. 3, 2014.

The change is part of a broader rebranding of the company undertaken along with efforts to implement the Services Agreements executed in May 2014 with Sanchez Oil & Gas Corporation (“SOG”) and its affiliates. In conjunction with the rebranding, the company anticipates the following changes will become effective after market hours on Friday, Oct. 3, 2014:


	Currently	Changing To
Name:	Constellation Energy Partners LLC	Sanchez Production Partners LLC
Website:	www.constellationenergypartners.com	www.sanchezpp.com
Ticker:	NYSE MKT: CEP	NYSE MKT: SPP
CUSIP:	21038E 101	79971A 106
ISIN	US21038E1010	US79971A1060

The new logo for Sanchez Production Partners LLC is provided with this news release. The company anticipates that Sanchez Production Partners LLC will trade under its new ticker symbol “SPP” effective at the open of trading on the NYSE MKT on Monday, Oct. 6, 2014.

About the Company

Constellation Energy Partners LLC is a limited liability company focused on the acquisition, development and production of oil and natural gas properties, as well as related midstream assets. For more information, please visit the company’s website (www.constellationenergypartners.com).

Forward-Looking Statements

We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management's assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this news release are not guarantees of future performance, and we cannot assure you that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the "Risk Factors" section in our SEC filings and elsewhere in those filings. All forward-looking statements speak only as of the date of this news release. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.