SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Wallace Family Partnership, LP

(Last) (First) (Middle)
508 W. WALL STREET,
SUITE 1200

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2014
3. Issuer Name and Ticker or Trading Symbol
RSP Permian, Inc. [ RSPP ]
4. 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
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock 0(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Wallace Family Partnership, LP

(Last) (First) (Middle)
508 W. WALL STREET,
SUITE 1200

(Street)
MIDLAND TX 79701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
Michael Wallace Management, LLC

(Last) (First) (Middle)
508 W. WALL STREET,
SUITE 1200

(Street)
MIDLAND TX 79701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wallace Michael W.

(Last) (First) (Middle)
508 W. WALL STREET,
SUITE 1200

(Street)
MIDLAND TX 79701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wallace Leslyn M.

(Last) (First) (Middle)
508 W. WALL STREET,
SUITE 1200

(Street)
MIDLAND TX 79701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to the Master Contribution Agreement, dated January 7, 2014, with, among others, RSP Permian, Inc. ("RSP"), Wallace Family Partnership, LP ("Wallace LP") will own 9,954,626 shares of RSP's common stock immediately prior to RSP's initial public offering. Upon the closing of the RSP's initial public offering, Wallace LP will own 9,739,126 shares of RSP's common stock.
Remarks:
Wallace LP will have the right to designate one member to the board of directors of RSP pursuant to a Stockholders' Agreement between certain stockholders of RSP, including Wallace LP. Accordingly, Wallace LP may be deemed to be a director by deputization. This form is jointly filed by Wallace LP, Michael Wallace Management, LLC ("Wallace Management"), Michael W. Wallace and Leslyn M. Wallace. Wallace Management is the general partner of Wallace LP, and Mr. Wallace and Mrs. Wallace are the managers of Wallace Management. Accordingly, each of Wallace Management, Mr. Wallace and Mrs. Wallace may be deemed to share voting and dispositive power over the reported securities of Wallace LP, and as a result may be deemed to beneficially own the reported securities of Wallace LP. Each of Wallace Management, Mr. Wallace and Mrs. Wallace disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.
/s/ Michael W. Wallace, Manager of Michael Wallace Management, LLC, the general partner of Wallace Family Partnership, LP 01/16/2014
/s/ Michael W. Wallace, Manager of Michael Wallace Management, LLC 01/16/2014
/s/ Michael W. Wallace 01/16/2014
/s/ Leslyn M. Wallace 01/16/2014
** 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 5 (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.
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