liabilities under the Securities Act, or to contribute to
payments the Purchaser may be required to make because of any
of those liabilities.

The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, which is
filed as Exhibit10.1 hereto and incorporated herein by
reference.

Registration Rights Agreement

In connection with the Purchase Agreement, on November22, 2016,
the Partnership entered into a Registration Rights Agreement
(the Registration Rights Agreement) with the Purchaser to which
the Partnership granted to the Purchaser certain registration
rights related to the Privately Placed Units. Under the
Registration Rights Agreement, the Partnership granted the
Purchaser demand registration rights with respect to the
preparation and filing with the Commission of one or more
registration statements for the purpose of registering the
resale of the Privately Placed Units.

The Partnership also agreed, among other things, to indemnify
and hold harmless the Purchaser and its controlling persons and
their respective officers, directors, members, partners,
agents, brokers, investment advisors and employees from and
against all losses of the Purchaser incident to the
Partnerships obligations under the Registration Rights
Agreement, including certain liabilities under the Securities
Act. The Purchaser has agreed to indemnify and hold harmless
the Partnership and its controlling persons and their
respective directors, officers, agents and employees from and
against all losses that may be based upon written information
furnished by the Purchaser to the Partnership for inclusion in
a registration statement to the Registration Rights Agreement
or the Purchasers improper use of a prospectus, including
certain liabilities under the Securities Act.

The foregoing description of the Registration Rights Agreement
does not purport to be complete and is qualified in its
entirety by reference to such document, which is filed as
Exhibit4.1 hereto and incorporated herein by reference.

Other Information

The Underwriters and their affiliates have performed investment
and commercial banking and advisory services for the
Partnership and its affiliates from time to time for which they
have received customary fees and expenses. The Underwriters and
their affiliates may, from time to time, engage in transactions
with and perform services for the Partnership in the ordinary
course of their business. Affiliates of certain of the
Underwriters are lenders under the Partnerships credit facility
and accordingly, will receive a portion of the net proceeds
from the Private Placement resulting from the repayment of
indebtedness with the use of proceeds therefrom. In addition,
Johnson Rice Company, L.L.C. has represented the audit
committee of Sanchez Energy in connection with its recent sale
to the Partnership of the 50% interest in Carnero Gathering,
LLC.

Antonio R. Sanchez,III is Sanchez Energys Chief Executive
Officer and is a member of the board of directors of both
Sanchez Energy and of the general partner of the Partnership.

Sanchez Oil and Gas Corporation (SOG) is a private company that
provides certain services to both Sanchez Energy and the
Partnership. Antonio R. Sanchez,Jr., the father of Antonio R.
Sanchez,III, is a member of the board of directors of Sanchez
Energy and both are officers and directors of SOG. Patricio D.
Sanchez, the son of Antonio R. Sanchez,Jr. and brother of
Antonio R. Sanchez,III, is an Executive Vice President of
Sanchez Energy, an officer of SOG and an officer and director
of the general partner of the Partnership. Eduardo A. Sanchez,
the son of Antonio R. Sanchez,Jr. and brother of Antonio R.
Sanchez,III and Patricio D. Sanchez, is Sanchez Energys
President and a director of the general partner of the
Partnership. Antonio R. Sanchez,Jr., Antonio R. Sanchez,III,
Patricio D. Sanchez and Eduardo A. Sanchez all directly or
indirectly own certain equity interests in Sanchez Energy, the
Partnership, the Partnerships general partner and SOG.

Item 3.02 Unregistered Sales of Equity
Securities.

The description of the Private Placement contained in Item 1.01
is hereby incorporated by reference.

Item 7.01 Regulation FD
Disclosure.

On November22, 2016, the Partnership closed the Offering and
Private Placement described in Item 1.01, which description is
incorporated herein by reference.

The information included in this Item 7.01 shall not be deemed
to be filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that section, or
incorporated by reference into any filing under the Securities
Act, or the Exchange Act.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits.

* The exhibits and schedules to the these agreements have been
omitted from this filing to Item 601(b)(2)of Regulation S-K.
The Partnership will furnish copies of such omitted exhibits
and schedules to the Securities and Exchange Commission upon
request. Descriptions of such exhibits and schedules are set
forth on the table of contents of the respective agreements.

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.

ExhibitIndex

* The exhibits and schedules to the these agreements have been
omitted from this filing