SEC FORM 4

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^*

ZORICH ROBERT L

(Last)

(First)

(Middle)

2121 OLD GATESBURG ROAD

SUITE 110

(Street)

STATE COLLEGE

16803

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	06/24/2014		J⁽¹⁾		138,500,000	A	$0.00	138,500,000⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	See Footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $0.01 per share	06/24/2014		J⁽¹⁰⁾		8,800,000	D	$0.00	129,700,000⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	See Footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $0.01 per share	06/24/2014		J⁽¹¹⁾		3,766,343	A	$0.00	3,766,343⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	See Footnotes⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $0.01 per share	06/24/2014		J⁽¹²⁾		2,092,413	A	$0.00	2,092,413⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $0.01 per share	06/24/2014		J⁽¹³⁾		2,845,976	A	$0.00	2,845,976⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $0.01 per share	06/25/2014		S⁽¹⁴⁾		3,766,343	D	$25.58	0	I	See Footnotes⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $0.01 per share	06/25/2014		S⁽¹⁴⁾		2,092,413	D	$25.58	0	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $0.01 per share	06/25/2014		S⁽¹⁴⁾		2,845,976	D	$25.58	0	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Eclipse Resources Holdings, L.P. ("Eclipse Holdings") acquired 138,500,000 shares of common stock of Eclipse Resources Corporation (the "Issuer") in connection with a corporate reorganization contemporaneous with the initial public offering of the common stock of the Issuer (the "IPO").

2. These securities are directly held by Eclipse Resources Holdings, L.P. ("Eclipse Holdings").

3. These securities are directly held by EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII").

4. These securities are directly held by EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest").

5. These securities are directly held by EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX").

6. EnCap Fund VIII, EnCap Fund VIII Co-Invest and EnCap Fund IX (collectively, the "EnCap Funds") collectively own 100% of the Class A Units of Eclipse Holdings. Accordingly, the EnCap Funds may be deemed to beneficially own the reported securities.

7. 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"). 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 LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"). EnCap Fund VIII GP is the sole general partner of each of EnCap Energy Capital Fund VIII, L.P. and EnCap Energy Capital Fund VIII Co-Investors, L.P. EnCap Fund IX GP is the sole general partner of EnCap Fund IX.

8. (Continued from footnote 7) Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments LP, EnCap Fund VIII GP and EnCap Fund IX GP may be deemed to beneficially own the reported securities.

9. 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.

10. Pro-rata distribution by Eclipse Holdings to its limited partners.

11. Pro-rata distribution by Eclipse Holdings to EnCap Fund VIII.

12. Pro-rata distribution by Eclipse Holdings to EnCap Fund VIII Co-Invest.

13. Pro-rata distribution by Eclipse Holdings to EnCap Fund IX.

14. Sale in connection with the IPO.

Remarks:

	/s/ Christopher K. Hulburt, as Attorney-in-Fact	06/26/2014
	** 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 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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