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*
McNeill Scott K.

(Last) (First) (Middle)
3141 HOOD STREET, SUITE 500

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 02/29/2016 G (1) 29,387 D $0 159,205 D
Common Stock 02/29/2016 G 29,387 A $0 412,928 (1) I By family limited partnership (2)
Common Stock 02/29/2016 S 29,387 D $24.01 (3) 383,541 I By family limited partnership (2)
Common Stock 03/01/2016 S 4,466 D $24.56 (4) 154,739 D
Common Stock 03/01/2016 G (5) V 3,385 D $0 151,354 D
Common Stock 03/01/2016 F (6) 2,797 D $0 148,557 D
Common Stock 03/01/2016 F (6) 3,785 D $0 144,772 D
Common Stock 03/02/2016 G (7) 3,870 D $0 140,902 D
Common Stock 03/02/2016 G 3,870 A $0 387,411 (7) I By family limited partnership (2)
Common Stock 03/02/2016 G (8) 5,236 D $0 135,666 D
Common Stock 03/02/2016 G 5,236 A $0 392,647 (8) I By family limited partnership (2)
Common Stock 20,000 I By family limited partnership (9)
Common Stock 300 I UTMA custodian for son, Jack McNeill (10)
Common Stock 300 I UTMA custodian for daughter, Lola McNeill (10)
Common Stock 300 I UTMA custodian for daughter, Sophie McNeill (10)
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
Explanation of Responses:
1. On February 29, 2016, Mr. McNeill gifted 29,387 shares to Mcfam, LP, a family limited partnership, which he and his wife jointly control.
2. Mr. McNeill is a general partner of Mcfam, LP and therefore may be deemed to indirectly beneficially own these securities. Mr. McNeill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
3. On February 29, 2016, Mcfam, LP sold 29,387 shares in multiple trades at prices ranging from $23.95 to $24.11. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff (the "Staff"), the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
4. On March 1, 2016, Mr. McNeill sold 4,466 shares in multiple trades at prices ranging from $24.52 to $24.58. The price reported above reflects the weighted average sale price. Mr. McNeill hereby undertakes to provide to the Staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.
5. On March 1, 2016, Mr. McNeill donated 3,385 shares to a charitable trust.
6. Withheld for the payment of tax liabilities in connection with the vesting of a restricted stock grant issued in accordance with Rule 16b-3.
7. On March 2, 2016, Mr. McNeill gifted 3,870 shares to Mcfam, LP, a family limited partnership, which he and his wife jointly control.
8. On March 2, 2016, Mr. McNeill gifted 5,236 shares to Mcfam, LP, a family limited partnership, which he and his wife jointly control.
9. Mr. McNeill is a general partner of Jasolo, LP and therefor may be deemed to indirectly beneficially own these securities. Mr. McNeill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
10. These securities were purchased by Mr. McNeill as custodian for a minor child under the Uniform Transfer to Minors Act. Mr. McNeill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
/s/ James E. Mutrie, attorney-in-fact for Scott K. McNeill 03/02/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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