FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RSP Permian, Inc. [ RSPP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/13/2015 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 08/08/2014 | J(1)(2) | 219,229 | A | (1) | 492,114 | I | See Footnote(3) | |||||||
Common Stock | 08/08/2014 | J(1)(4) | 6,989 | A | (1) | 19,060 | I | By spouse(5) | |||||||
Common Stock | 12/11/2014 | J(6)(7) | 272,885 | A | (6) | 492,114 | I | See Footnote(3) | |||||||
Common Stock | 12/11/2014 | J(6)(8) | 9,071 | A | (6) | 19,060 | I | By Spouse(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. In connection with an underwritten public offering (the "offering") of RSP Permian, Inc.'s ("RSP") common stock, par value $0.01 per share ("common stock"), by RSP and certain selling stockholders of RSP named in the registration statement on Form S-1 initially filed with the Securities and Exchange Commission on May 30, 2014, as subsequently amended, RSP Permian Holdco, L.L.C. ("Holdco") made a pro rata distribution (the "Offering Distribution") of common stock to its members. |
2. Pollard Resource Holdings, LP received 219,229 shares of common stock pursuant to the Offering Distribution. |
3. Ms. Pollard is a manager of the general partner of Pollard Resource Holdings, LP and therefore may be deemed to indirectly beneficially own these securities. Ms. Pollard disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein. |
4. Ms. Pollard's spouse received 6,989 shares of common stock from Holdco pursuant to the Offering Distribution. |
5. Ms. Pollard disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein. |
6. In connection with its impending dissolution, Holdco made a pro rata distribution (the "Dissolution Distribution") of all of the shares of common stock that it held to its members. |
7. Pollard Resource Holdings, LP received 272,885 shares of common stock pursuant to the Dissolution Distribution. |
8. Ms. Pollard's spouse received 9,071 shares from Holdco pursuant to the Dissolution Distribution. |
Remarks: |
The Reporting Person's Form 5, filed with the Securities and Exchange Commission on February 13, 2015, inadvertently attributed to Pollard Resource Holdings, LP the shares that were distributed to her spouse. |
/s/ James E. Mutrie, attorney-in-fact for Tamara D. Pollard | 06/12/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |