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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* EnCap Energy Capital Fund VIII, L.P. (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 4900 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Eclipse Resources Corp [ ECR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/27/2014
	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, par value $0.01 per share	12/27/2014		P(1)		4,136,353	A	$7.04	4,136,353(3)	D(2)
Common Stock, par value $0.01 per share	12/27/2014		P(1)		9,558,304	A	$7.04	9,558,304(3)	I	See footnote(4)
Common Stock, par value $0.01 per share	12/27/2014		P(1)		30,967,616	A	$7.04	30,967,616(3)	I	See footnote(5)
Common Stock, par value $0.01 per share								129,700,000(3)	I	See footnotes(6)(7)

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* EnCap Energy Capital Fund VIII, L.P. (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 4900 (Street) HOUSTON TX 77002 (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* EnCap Energy Capital Fund VIII Co-Investors, L.P. (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 4900 (Street) HOUSTON TX 77002 (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* EnCap Energy Capital Fund IX, L.P. (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 4900 (Street) HOUSTON TX 77002 (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* EnCap Investments GP, L.L.C. (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 4900 (Street) HOUSTON TX 77002 (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* RNBD GP LLC (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 4900 (Street) HOUSTON TX 77002 (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* PETERSEN GARY R (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 4900 (Street) HOUSTON TX 77002 (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* MILLER DAVID B (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 4900 (Street) HOUSTON TX 77002 (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* ZORICH ROBERT L (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 4900 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PHILLIPS D MARTIN (Last) (First) (Middle) 1100 LOUISIANA STREET, SUITE 4900 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On December 27, 2014, EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest") and EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX" and collectively with EnCap Fund VIII and EnCap Fund VIII Co-Invest, the "EnCap Funds") entered into a Securities Purchase Agreement with the Issuer to purchase shares of common stock in a private placement transaction. The issuance of the foregoing is subject to the satisfaction of customary closing conditions.

2. These securities are directly held by EnCap Fund VIII. The EnCap Funds are controlled indirectly by David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich, who are the controlling members of RNBD GP LLC ("RNBD") and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the sole general partner of EnCap Fund VIII. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities.

3. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

4. These securities are directly held by EnCap Fund VIII Co-Invest. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Fund VIII GP, the sole general partner of EnCap Fund VIII Co-Invest. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities.

5. These securities are directly held by EnCap Fund IX. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), the sole general partner of EnCap Fund IX. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund IX GP may be deemed to beneficially own these securities.

6. Eclipse Resources Holdings, L.P. ("Eclipse Holdings") directly holds 129,700,000 shares of common stock. The EnCap Funds collectively own 100% of the Class A Units of Eclipse Holdings. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Equity Fund VIII GP and EnCap Equity Fund IX GP. EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. EnCap Fund IX GP is the sole general partner of EnCap Fund IX.

7. (Continued from footnote 6) Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments, EnCap VIII GP, EnCap Fund IX GP, EnCap Fund VIII, EnCap Fund VIII Co-Invest and EnCap Fund IX may be deemed to beneficially own these securities.

Remarks:

Exhibit List Exhibit 99 - Joint Filer Information

	EnCap Energy Capital Fund VIII, L.P., By: EnCap Equity Fund VIII GP, L.P.,its general partner, EnCap Investments L.P., its general partner,EnCap Investments GP, L.L.C, its general partner, /s/ D. Martin Phillips, Sr. Managing Director	12/30/2014
	** Signature of Reporting Person	Date
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