SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RSP Permian Holdco, L.L.C.

(Last) (First) (Middle)
3141 HOOD STREET, SUITE 701

(Street)
DALLAS TX 75219

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RSP Permian, Inc. [ RSPP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 Stock 01/23/2014 A 28,536,427 (1) A (1) 28,536,427 I See footnote (2) (3)
Common Stock 01/23/2014 S 12,250,946 (4) D $18.3787 16,285,481 I See footnote (2) (3)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
RSP Permian Holdco, L.L.C.

(Last) (First) (Middle)
3141 HOOD STREET, SUITE 701

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Production Opportunities II, L.P.

(Last) (First) (Middle)
5221 N. O'CONNOR BLVD., SUITE 1100

(Street)
IRVING TX 75039

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Natural Gas Partners IX, L.P.

(Last) (First) (Middle)
125 East John Capenter Fwy.
Suite 600

(Street)
Irving TX 75062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGP IX Offshore Holdings, L.P.

(Last) (First) (Middle)
5221 N. O'CONNOR BOULEVARD
SUITE 1100

(Street)
IRVING TX 75039

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G.F.W. ENERGY IX, L.P.

(Last) (First) (Middle)
125 E. JOHN CARPENTER FWY
STE 600

(Street)
IRVING TX 75062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GFW IX, L.L.C.

(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY, SUITE 600

(Street)
IRVING TX 75062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGP Energy Capital Management LLC

(Last) (First) (Middle)
1221 MCKINNEY STREET, SUITE 2975

(Street)
HOUSTON TX 77010

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to the Master Contribution Agreement, dated January 7, 2014, with, among others, the Issuer, in exchange for certain working interests in oil and gas properties, RSP Permian Holdco, L.L.C. ("Holdco") received 28,536,427 shares of the Issuer's common stock, par value $0.01 per share, immediately prior to the Issuer's initial public offering (the "IPO").
2. This form is jointly filed by Holdco, Production Opportunities II, L.P. (''Production Opportunities''), Natural Gas Partners IX, L.P. (''NGP IX''), NGP IX Offshore Holdings, L.P. (''NGP Offshore''), G.F.W. Energy IX, L.P. (''GFW Energy''), GFW IX, L.L.C. (''GFW IX'') and NGP Energy Capital Management, L.L.C. (''NGP ECM''). GFW IX is the general partner of GFW Energy, the general partner of each of NGP IX and NGP Offshore, which jointly own Production Opportunities, which owns a controlling interest in Holdco.
3. Accordingly, each of GFW IX, GFW Energy, NGP IX, NGP Offshore and Production Opportunities may be deemed to share voting and dispositive power over the reported securities of Holdco, and as a result may be deemed to beneficially own the reported securities of Holdco. GFW IX has delegated full power and authority to manage NGP IX and NGP Offshore to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the reported securities of Holdco, and as result may be deemed to beneficially own the reported securities of Holdco. Each of GFW IX, GFW Energy, NGP IX, NGP Offshore, Production Opportunities and NGP ECM disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.
4. In connection with the IPO, Holdco sold 12,250,946 shares of the Issuer's common stock, par value $0.01 per share.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney (RSP Permian Holdco, L.L.C.), Exhibit 24.2 - Power of Attorney (Production Opportunities II, L.P.), Exhibit 24.3 - Power of Attorney (Natural Gas Partners IX, L.P.), Exhibit 24.4 - Power of Attorney (NGP IX Offshore Holdings, L.P.), Exhibit 24.5 - Power of Attorney (G.F.W. Energy IX, L.P.), Exhibit 24.6 - Power of Attorney (GFW IX, L.L.C.), Exhibit 24.7 - Power of Attorney (NGP Energy Capital Management, L.L.C.)
/s/ Tamara Pollard, attorney-in-fact for RSP Permian Holdco, L.L.C. 01/24/2014
/s/ Tamara Pollard, attorney-in-fact for Production Opportunities II, L.P. 01/24/2014
/s/ Tamara Pollard, attorney-in-fact for Natural Gas Partners IX, L.P. 01/24/2014
/s/ Tamara Pollard, attorney-in-fact for NGP IX Offshore Holdings, L.P. 01/24/2014
/s/ Tamara Pollard, attorney-in-fact for G.F.W. Energy IX, L.P. 01/24/2014
/s/ Tamara Pollard, attorney-in-fact for GFW IX, L.L.C. 01/24/2014
/s/ Tamara Pollard, attorney-in-fact for NGP Energy Capital Management, L.L.C. 01/24/2014
** Signature of Reporting Person Date
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